TERMS AND CONDITIONS

TERMS AND CONDITIONS

TERMS AND CONDITIONS

Table of Contents

TERMS AND CONDITIONS OF USE

Last Updated: April 8, 2021

The following Terms and Conditions of Use (“Terms”) are entered into by and between You and Idea to Growth LLC (“Company,” “we,” or “us”).

Together with our Privacy Policy, Disclaimer, and any other documents expressly incorporated by reference, these Terms govern your use of the website www.IdeaToGrowth.com (“Website”), including all materials, resources, information, and services on the Website, whether as a guest or registered user.

Your access to and use of the Website is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, customers, and others who access or use the Website.

By accessing or using the Website, you agree to be bound by these Terms, without modification, and acknowledge reading them. If you disagree with any part of the Terms, you may not access the Website.

PRIVACY POLICY

Your use of the Website is also subject to the Company’s Privacy Policy https://ideatogrowth.com/privacy-policy/. Please review our Privacy Policy, which also governs the Website and informs users of our data collection practices. Your agreement to the Privacy Policy is hereby incorporated into these Terms.

DISCLAIMER

Your use of the Website is also subject to the Company’s Disclaimer https://ideatogrowth.com/disclaimer/. Please review our Disclaimer, which also governs the Website and informs users of various limitations regarding the information provided on the Website. Your agreement to the Disclaimer is hereby incorporated into these Terms.

USE OF THE WEBSITE

To access or use the Website, you must be 18 years of age or older and have the requisite power and authority to enter into these Terms. Children under the age of 18 are prohibited from using the Website. Information provided on the Website and any resources provided on or available for download from the Website is subject to change. The Company makes no representation or warranty that the information provided, regardless of its source, is accurate, complete, reliable, current, or error-free. The Company disclaims all liability for any inaccuracy, error, or incompleteness in the information provided.

The Company reserves the right to withdraw or amend this Website and any service or material provided on the Website in its sole discretion without notice. The Company will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, the Company may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

ADA Compliance – Web Content Accessibility 

We are committed to providing a website that is accessible to the widest possible audience, regardless of technology or ability. We are actively working to increase the accessibility and usability of our website and in doing so adhere to many of the available standards and guidelines.

This website endeavors to conform to level Double-A of the World Wide Web Consortium (W3C) Web Content Accessibility Guidelines 2.1. These guidelines explain how to make web content more accessible for people with disabilities. Conformance with these guidelines will help make the web more user-friendly for all people.

This site has been built using code we believe to be compliant with W3C best practices standards for HTML and CSS. The site displays correctly in current browsers and using standards-compliant HTML/CSS code means any future browsers will also display it correctly.

While We strive to adhere to the accepted guidelines and standards for accessibility and usability, it is not always possible to do so in all areas of the website. If any user or person finds what they believe to be an ADA Compliance issue, they agree to inform us in writing and work with us to resolve the issue and not file a complaint with any legal or governing body for a period of a least 12 months from the date of such written notification. 

LAWFUL PURPOSES

You may use the Website for lawful purposes only. You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Website. You agree to use the Website and purchase services or products through the Website for legitimate, non-commercial purposes only. You shall not post or transmit through the Website any material that violates or infringes the rights of others, or that is threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable, contains injurious formulas, recipes, or instructions, that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law.

USE OF FREE DOWNLOADABLE CONTENT

The Company may make resources on this Website accessible to users in exchange for providing an e-mail address (“Gated Content”). The Company grants you a limited, personal, non-exclusive, non-transferable license to use the Gated Content for your own personal or internal business use. Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Gated Content in any manner.

By accessing or downloading the Gated Content, you agree that the Gated Content may only be used by you for your personal or internal business use and may not be sold or redistributed without the Company’s express written consent.

By accessing downloading the Gated Content, you further agree that you shall not create any derivative work based upon the Gated Content, and you shall not offer any competing products or services based upon any information contained in the Gated Content.

MATERIAL YOU SUBMIT TO THE WEBSITE

By posting, uploading, submitting, inputting, providing, or otherwise making available any artwork, photos, written works, or other media, including feedback and suggestions (collectively, “Submissions”), you are granting the Company, our affiliated companies, and any necessary sub-licensees a worldwide, nonexclusive, irrevocable license to use your Submission for promotional, business development, and marketing purposes including, without limitation, the right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Submission; and to publish your name in connection with your Submission.

We claim no intellectual property rights over the Submissions you supply to the Company. You retain copyrights and any other rights you may rightfully hold in any submissions you submit through the Website.

You shall not upload, post, submit, input, or otherwise make available on the Website any Submissions protected by copyright, trademark, or other proprietary rights without the express written permission of the owner of the copyright, trademark, or other proprietary rights, and the burden of determining that any Submissions are not so protected rests entirely with you. You shall be liable for any damage resulting from copyright infringement, trademarks, or other proprietary rights, or any other harm resulting from such a Submission.

For all Submissions submitted by you to the Website, you automatically represent or warrant that you own or otherwise control all the rights to your Submission described herein, including the authority to use and distribute the Submission, and that the use or display of the Submission as contemplated in this section will not violate any laws, rules, regulations, or rights of third parties. You agree to hold the Company harmless from and against all claims, liabilities, and expenses arising out of any potential or actual copyright or trademark misappropriation or infringement claimed against you arising from Submissions you submit through the Website.

You further grant us the right to use your Submission for the purpose of improving our Website, products, or services (and for any other purpose we deem necessary or desirable) without being obliged to pay you any compensation for our use of your Submission. The Company is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in the Company’s sole discretion. If you do send us unsolicited ideas, such ideas will be deemed non-confidential, and we will not be required to provide any acknowledgment of their source.

OUR INTELLECTUAL PROPERTY

The Website contains intellectual property owned by the Company, including trademarks, copyrights, proprietary information, and other intellectual property. We reserve all rights in and to our common law and registered trademarks, service marks, copyrights, and other intellectual property rights, including but not limited to text, graphics, photographs, video, design, and packages, belonging to the Company or our licensors (“IP”).  You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever any of our IP in whole or in part, without our prior written consent. We reserve the right to immediately block your access to the Website and remove you from any service without a refund if you are caught violating this intellectual property policy.

You are granted a non-exclusive, non-transferable, revocable license to access and use the Website and the resources available for download from the Website (the “Content”) strictly in accordance with these Terms of Use.

As a condition of your use of the Website, you warrant to the Company that you will not use the Content for any purpose that is unlawful or prohibited by these Terms. You may not use the Content in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website.

All content included as part of the Content, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Website, is the property of the Company or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends, or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Content, in whole or in part.

The Content is not for resale. Your use of the Content does not entitle you to make any unauthorized use of any protected content, and in particular, you will not delete or alter any proprietary rights or attribution notices in any Content. You will use protected content solely for your individual use and make no other use of the Content without the Company’s express written permission and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the Company’s intellectual property or our licensors except as expressly authorized by these Terms.

The Company name, the Company logo, the Company slogan, and all related names, logos, product and service names, designs, and slogans are the Company’s trademarks or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

ACCOUNT CREATION AND SECURITY

In order to use the Website or make a purchase on the Website, you may be required to provide information about yourself, including your name, email address, username and password, and other personal information. You agree as a condition of your use of the Website and any resources downloaded from the Website that any registration information you give to the Company will always be accurate, complete, and up to date. You must not impersonate someone else or provide account information or an email address other than your own. Your account must not be used for any illegal or unauthorized purpose.

You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose or are provided with a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password, or additional security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other security breach. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifiers, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

REFUSAL OF SERVICE

The products and services available on the Website are offered subject to our acceptance of your order or request. We reserve the right to refuse service to any order, person or entity, without cause or explanation. No order is deemed accepted by us until payment has been processed. We may at any time change or discontinue any aspect or feature of the Website, subject to us fulfilling our previous responsibilities to you based on acceptance of your payment.

ORDER CONFIRMATION

We will email you to confirm the placement of your order and with details about product delivery. If you do not receive email order confirmation, it is your responsibility to inform us as soon as possible.

CANCELLATIONS, REFUNDS & RETURNS

If you have made a payment for any Service on this website, there ARE NO REFUNDS FOR ANY REASON

Monthly service contracts may be canceled solely via email and the related service will end at the end of the service period.

Monthly service contracts expire monthly and ARE NOT REFUNDABLE.

The fee related to the development of a website is not CANCELLABLE or REFUNDABLE once the contract is signed by both parties. The full amount of the contract must be paid by the Client no later than the time specified in the contract.

Upon determining that you are entitled to a cancellation/refund pursuant to this policy, the Company will promptly issue an instruction to its payment processor to issue the refund. The Company does not control its payment processor and will not be able to expedite any refunds.

If you receive a refund of any purchase through the terms and conditions, that shall immediately terminate any and all licenses granted you to use the material provided to you under these Terms of Use or any other agreement. You shall immediately cease using the material and shall destroy all copies of the information provided to you, including without limitation: video recordings, audio recordings, forms, template documents, slide shows, membership areas, social media groups limited to paying members, and other resources.

PRODUCT DESCRIPTIONS

We try to describe and display any products and services available for purchase on the Website as accurately as possible. While we try to be as clear as possible in explaining the product or service, we do not guarantee that the Website is entirely accurate, current, or error-free. From time to time, we may correct errors in pricing and descriptions. We reserve the right to refuse or cancel any order with an incorrect price listing.

CHANGED TERMS

We may at any time amend these Terms, including our Privacy Policy and Disclaimers. The last revision date will be indicated by the “Last updated” date at the top of this page. Such amendments are effective immediately upon notice to you by us posting the new Terms on this Website. We reserve the right to update any portion of our Website, including these Terms, at any time. If you continue to use our Website after we have made revisions, your continued use constitutes consent to the revised Terms, Privacy Policy, and Disclaimers.

WARRANTIES 

While we make every effort to ensure that the content on this Website is free from errors, we do not give any warranty or other assurance as to the accuracy, completeness, timeliness, or fitness for any particular purpose of the content and materials on this site beyond reasonable efforts to maintain the site. To the maximum extent permitted by law, we provide our website and related information and services on an “as is” and “as available” basis without any warranties, representations, or guarantees of any kind (whether express, implied, statutory, or otherwise) including but not limited to warranties of non-infringement, merchantability, or fitness for a particular purpose.

LIMITATION OF LIABILITY

YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ANY OTHER DAMAGES ARISING OUT OF YOUR USE OF THE WEBSITE OR RESOURCES, PRODUCTS, OR SERVICES AVAILABLE THROUGH THE WEBSITE.

ADDITIONALLY, THE COMPANY IS NOT LIABLE FOR DAMAGES IN CONNECTION WITH (I) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE; (II) LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; AND (III) THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF YOUR INFORMATION OR PROPERTY, REGARDLESS OF OUR NEGLIGENCE, GROSS NEGLIGENCE, FAILURE OF AN ESSENTIAL PURPOSE AND WHETHER SUCH LIABILITY ARISES IN NEGLIGENCE, CONTRACT, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE DAMAGES.

IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR THE DAMAGES, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY TO YOU EXCEED THE TOTAL PURCHASE PRICE OF ANY PRODUCTS OR SERVICES YOU HAVE PURCHASED FROM THE COMPANY.

AVAILABILITY

Your use of the Website and any associated services may sometimes be subject to interruption or delay. Due to the nature of the Internet and electronic communications, our service providers and we do not make any warranty that our Website or any associated resources or services will be error-free, without interruption or delay, or free from defects in design. We will not be liable to you should our Website or the resources or services supplied through our Website become unavailable, interrupted, or delayed for any reason.

MALICIOUS CODE

Although we endeavor to prevent the introduction of viruses or other malicious code (“malicious code”) to our Website, we do not guarantee or warrant that our Website, or any data available on the Website, does not contain malicious code. We will not be liable for any damages or harm attributable to malicious code. You are responsible for ensuring that the process you employ for accessing our Website does not expose your computer system to the risk of interference or damage from malicious code.

SECURITY 

The security of your contact information is of utmost importance to us.  However, you acknowledge the risk of unauthorized access to or alteration of your data. We do not accept responsibility or liability of any nature for any losses you may sustain as a result of such unauthorized access or alteration.  All information transmitted to or from you is transmitted at your own risk, and you assume all responsibility and risks arising in relation to your use of this Website and the internet. We do not accept responsibility for any interference or damage to your computer system that may arise in connection with your access to this Website or any outbound hyperlinks.

THIRD-PARTY RESOURCES

The Website contains links to third-party websites and resources. You acknowledge and agree that we are not responsible or liable for the availability, accuracy, content, or policies of third-party websites or resources. Links to such websites or resources do not imply any endorsement by or affiliation with the Company. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

From time to time, the Company may provide information from a third party in the form of a guest post or interview, in written, audio, video, or another medium. The Company does not control the information provided by such third-party guests, is not responsible for investigating the truth of any information provided, and cannot guarantee the veracity of any statements made by such guests.

INDEMNIFICATION

You shall indemnify and hold us harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments, and expenses, as well as third party claims and causes of action, including, without limitation, attorney’s fees, arising out of your breach of any of these Terms, your use of the Website, its content, and any product or service purchased from the Website, or your failure to maintain the confidentiality and/or security of your password or access rights to this Website and its resources. You shall provide us with such assistance, without charge, as we may request in connection with any such defense, including, without limitation, providing us with such information, documents, records, and reasonable access to you, as we deem necessary. You shall not settle any third-party claim or waive any defense without our prior written consent.

EFFECT OF HEADINGS; SEVERABILITY

The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions. If any portion of these Terms is held to be unenforceable or contrary to law, such portion shall be construed in accordance with applicable law so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remainder of the provisions shall remain in full force and effect.

ENTIRE AGREEMENT; WAIVER

Together with the Privacy Policy and Disclaimers, these Terms constitute the entire agreement between you and the Company pertaining to the Website and supersede all prior and contemporaneous agreements, representations, and understandings between us. Any waiver by us of a breach of or right under these Terms will not constitute a waiver of any other or subsequent breach or right. No waiver shall be binding unless executed in writing by the Company.

GOVERNING LAW; JURISDICTION; MEDIATION

These Terms, including with the Privacy Policy and Disclaimers, shall be construed in accordance with and governed by the laws of the State of Florida, and the courts of Florida shall have jurisdiction to hear and determine any dispute arising in relation to these Terms.  You agree that any proceeding relating to the use of this site must be filed exclusively in the appropriate courts located in Florida, and you submit to the jurisdiction of those courts and waive any objection based on an inconvenient forum or other reasons.

The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms by mediation. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration, or other dispute resolution procedures.

ALL RIGHTS RESERVED

We reserve all rights not expressly granted in these Terms. If you do not see a usage scenario here that applies to your intended usage, contact us at the email address given below.

CONTACT INFORMATION

The owner of this website is:
Idea to Growth LLC.

Email: Legal@WPSiteTeam.com

Phone: +1(813)407-8240

Write:
IDEA TO GROWTH LLC
5350 Bridge St
Suite #3415
Tampa, FL 33601
USA

Terms of Use (TOU) Effective Date of this version: 28 September 2018. (Prior TOU version dated Day Month Year.)

Want to contact us about this TOU? All issues should be addressed to the email address at the top of this document.

1. Overview and Important Definitions

A. This Terms of Use (“TOU”) is a legally binding contract between the Company and you, as a user of or subscriber to the Site or its services. The most current versions of the Company Privacy Policy and Company Community Etiquette are incorporated into this TOU by this reference, and supersede and replace all prior versions of the same.

B. The Company offers businesses and individuals access to resources for search engine optimization, online marketing, and online local business listing management, including, without limitation, link analysis tools, downloadable toolbars, application program interfaces (“APIs”), software as a service available on a subscription basis, website profile services, search analytics, blogs, user-generated/personalized content tools, industry surveys, and opinion polls (any or all are “Services”).

C. The Company Services are available from Our web domains.

D. TOU Acceptance and Agreement; Users and Subscribers.

(1.) By accessing or using any Sites or Services, or by clicking or checking a box indicating “I agree,” “I accept,” or any similar expression of the agreement while purchasing or obtaining access to any portion of any Sites or Services, you agree to be legally bound by this TOU. (Please print a copy of this TOU for your records.) If you do not agree to the TOU, you are not authorized to use and you must cease using any Sites or Services.

(2.) You may access portions of any Sites or Services with a free account as a user (“User”). While access to certain other portions of the Sites and selected features of the Services is free, The Company may charge fees for features and benefits associated with any Sites or Services at any time. Any User who pays to access or use parts of the Sites or Services is a “Subscriber” in this TOU. References to the terms “you” or “your” in the TOU refer to Users or Subscribers, as applicable.

(3.) If you accept this TOU on behalf of any other person(s) or organization(s), then you represent to the Company that you are legally authorized to do so, and “you” or “your” therefore also includes those other person(s) or organization(s).

E. The Company may revise and update this TOU at any time for any reason in its sole and absolute discretion, effective immediately on posting the same to our Sites. The TOU will indicate at the beginning (top of the page) the date on which the current TOU was last revised and effective. It is your responsibility to check the then-current TOU for any changes. YOU AGREE THAT THE MOST RECENT VERSION OF THIS TOU LEGALLY BINDS YOU FOR ANY OF YOUR ACCESS OR USE OF THE SITES AND ANY SERVICES, AND YOU FURTHER AGREE THAT THE MOST RECENT TOU VERSION SUPERSEDES AND REPLACES THE PRIOR VERSION AND BINDS YOU FOR THE ENTIRETY OF ANY UNEXPIRED AND ACTIVE TERMS OF YOUR SUBSCRIPTIONS TO ANY SERVICES.

F. If you enter into a separate written agreement with the Company, executed physically or digitally (e.g. DocuSign®) by both you and the Company, for you to access or use any Sites or Services, to the extent that the terms of any Other Company Agreement conflict with the terms of this TOU, the conflicting terms of such Other Company Agreement will override the conflicting terms of this TOU unless the Other Company Agreement states the contrary.

2. Terms and Conditions Governing API Usage

A. As a Service, the Company may provide application program interfaces and accompanying software code and documentation (any or all are “the Company API”) to access and use proprietary Company information and data about URLs (“Company Data”).

B. If the Company provides you any Company API via a secret access key, subject to this TOU, then the Company grants you a worldwide, limited, non-exclusive, non-transferable license to make a reasonable number of copies of and use the Company API to access the Company Data to use other Services. If you use or publicly display any Company Data accessed with any Company API, you also will comply with any Company link and attribution guidelines on the Sites from time to time.

C. You may not resell or redistribute any proprietary Company API that the Company licensed to you or any Company Data via your own API or offer it to any third parties.

D. The Company reserves the right to suspend or terminate access to any Company API at any time and for any reason, with or without cause. If your access to any Company API is suspended or terminated, you have no rights associated with such Company API and you acknowledge that you will not be entitled to any refund or other compensation whatsoever.

3. Terms and Conditions Governing Software as a Service Use and Subscriptions

Certain Services include Company proprietary software as a service accessed and used from the Sites, including but not limited to Company Services and SaaS; if you are a User of or Subscriber to any such Services, then you are also subject to the following specific terms and conditions.

A. Terms and Conditions Governing Company Services and SaaS Subscriptions

If you purchase from any of the Sites subscriptions Company Services or SaaS to manage business listing information and/or location data using Company IRP, you are subject to the TOU and particularly the following related to your Company Services subscription(s).

(1.) Fees. You agree to immediately pay the Company for each managed location for recurring one-year terms beginning on the date of each payment (all payments are “the Company Service Fees”). The Company incurs third-party costs for each Company Subscriber immediately after the Subscriber submits data to the Company Services, so you agree that ALL PAYMENTS ARE FINAL and the Company is not obligated whatsoever for any partial or complete refunds, including for any renewal payments described in paragraph (3.) below.

(2.) Scope of Services. Subject to this TOU (including payment), the Company will distribute data to certain location data aggregators and business listing services and may offer additional reports and tools related to this data. These services are described in greater detail on the Sites.

(3.) Renewal. Each business location renews annually within 30 days of the anniversary of the previous payment for that location. If your renewal payment fails, you will no longer have any rights under this TOU related to your previously purchased Company Services business location(s), including the right to manage your site until your payments are current. Failure to renew a listing in a timely manner (prior to the date of annual renewal) will result in loss of any special or custom pricing terms associated with a business location.

(4.) Pricing Changes. The Company may change its Company Service Fees from time to time; with respect to new pricing for renewals, The Company will provide at least thirty (30) days’ notice by email and/or posting any new fee schedule on the Site for the Company Services.

(5.) Customer Management of Each Service.

(a.) Cancellation. You may cancel a Company Service only using the Company Services dashboard or by Email Request. Cancellation is immediate, irreversible and must occur prior to the expiration of the Service term to avoid related renewal fees. Cancellation removes the Service and associated data. Your cancellation of any Service will not under any circumstances entitle you to any complete or partial refunds whatsoever for such canceled service.

(b.) Changes and Updates. You may make limited changes and updates to a website during the related term. However, if you make changes to core data — such as domain name, phone number, or location address — that the Company is unable to validate using third-party services such as Google or Facebook, the Company may not be able to update your changes with location data aggregators and social media services following submission. This validation policy protects you and other customers from having business locations listing data hijacked by unauthorized agents.

(6.) Additional Company Local Subscriber Obligations and Acknowledgements. You acknowledge and agree as follows:

(a.) By purchasing Company Services, you warrant that you own the related company or are otherwise authorized to represent the company as of when you pay the related Company Service Fees.

(b.) To periodically review and confirm the accuracy of submitted business listing information.

(c.) The Company may occasionally require you to submit proof by email of authorization to represent a Company Service and failure to comply with any request may result in cancellation of your Service(s).

(d.) Your Services(s) may be transferred to another person or entity if that person or entity can sufficiently demonstrate resulting ownership (no such transfer will result in any refunds, however).

(e.) Another agent may submit information to the Company Services or a location listing provider which may override information you submitted about a business location.

(f.) The Company Services send location data to third-party location listing providers who may use this data in any way, and the Company cannot control their use once the data is sent to them.

(g.) Location data aggregators and business listing services are not obligated to accept your listing or any of the information you submit via the Company Services related to a business location.

(h.) The Company reserves complete right and discretion to change the mix of the Company Services location data aggregators and business listing services.

B. Terms and Conditions Governing Subscriptions to All Other Company Software as a Service

These Services also include subscriptions to the Company Services and SaaS and other software as a service offering, and are subject to the TOU.

(1.) Subscription Payment. Subscribers must agree to the payment terms presented at the time you sign up for any Services. You are responsible for acting prior to renewal if you do not want to renew automatically. You may not receive notice of your renewal after subscribing, and you must visit your Subscription and Billing page to find out when your subscription renews. Subscriptions recur either monthly or annually in most cases, depending on the renewal term you choose on signup. You must ensure that the credit card information used for your account or subscription is current and accurate and that you are authorized to use that credit card. The Company may implement fraud-protection measures anytime including, without limitation, temporarily charging small amounts to validate your credit card and authorization.

(2.) Subscription Cancellation. For security, an email or phone call to the Company is not sufficient to cancel your Services subscription. You may cancel at any time by selecting the cancel button on your Subscription and Billing page. Cancellation does not entitle you to any refund whatsoever. You will continue to have access to the Sites and Services you have paid for until the end of your subscription term but will lose access if the subscription is not in good standing.

(3.) No Refunds. The Company will not provide you any refunds at any time. If you cancel your subscription, The Company is not obligated to refund fees for any portion of your subscription term. If you choose to downgrade your subscription during your subscription term, you may be entitled to a pay a lower, prorated amount as of the date of renewal, but you are not entitled to any refund at any time.

(4.) Multiple Subscriptions. Each subscription has a credit card associated with it. If a subscription is suspended for inability to process that credit card, and you subscribe to a second Company Service while that first Service is suspended (e.g. changing the credit card for the new subscription) but before the original subscription is canceled (currently 18 days, subject to change), The Company may use the valid payment credit card for the second subscription to re-initiate the suspended Service.

4. Terms and Conditions Governing All Users of and Subscribers to Sites or Services

A. The Services are available only to Users and Subscribers who:

  1. Are human (not bots, except for certain authorized API users) and with minimum ages of 13 years old for Users and 18 years old for Subscribers;
  2. Submit and then maintain truthful and accurate account information;
  3. Do not impersonate any other person or entity or otherwise misrepresent their identity in a profile or elsewhere on the Sites;
  4. Have a valid email address; and
  5. Do not to authorize third parties unaffiliated through an employer-employee or entity ownership relationship to use their account, profile, or messages or otherwise resell the Services to multiple unaffiliated persons or parties (e.g. “group buys” or “buyers’ clubs”).

B. You agree that you have or will enter into agreements with your individual users who access any Sites or Services on your behalf that protect the Company, and any Company Content, Sites, or Services as much as this TOU.

C. If the Company, through any Sites, Services, or otherwise, provides you user authentication and access tools (i.e., username, password, access keys, etc.) for secure access to any Site or Services, you agree to keep that account access information protected, secure, and confidential, and not share it with others in any way that breaches this TOU. You agree that the Company in its sole and absolute discretion may block you from any secure and restricted parts of any Sites or Services. You also agree to notify the Company immediately of any unauthorized access to or use of secure and restricted parts of any Sites or Services that you (including but not limited to any of your users) know or should reasonably know about.

D. You agree that your rights in a subscription or use of any paid Services (including, for example, the ability to change a password associated with a Company Website account) may depend on demonstrating that you have paid for the subscription to any applicable Services or Sites.

E. You acknowledge that if you sign up for any Services and pay via credit card, and the Company cannot charge your credit card at renewal, the Company may cancel your subscription and you may lose access to the Services and any data associated with your subscription.

F. While some Services may be paid for via invoice pursuant to another Company Agreement, the Company may quote additional fees for invoiced accounts. If the Company has entered into an invoicing relationship with you, the following terms apply unless superseded by another Company Agreement: You agree to pay all undisputed invoices within 30 days. You agree that the Company may charge interest of 1.5% per month for past due invoices, or the highest rate permitted by law, and you are liable for reasonable attorney fees and collection costs arising from the Company efforts to collect on past due amounts. If you fail to pay an invoice, the Company reserves the right to cancel your subscription and access to any Sites or Services, and any data associated with your subscription or the Services.

G. Taxes. The price, fees, and other amounts payable to the Company under this TOU do not include any sales, use, or other similar taxes assessed or imposed by any governmental authority. With regard to such amounts, you will pay or reimburse the Company for all such charges as invoiced or provide certificates or other evidence of exemption.

H. You acknowledge that portions of the Sites and Services are publicly available or available to other Users and may be accessible by syndication programs (including data feed tools), search engines, metasearch tools, crawlers, metacrawlers, and other similar programs.

I. The Company reserves the right to monitor your communications to the extent they are facilitated by any Sites or Services, and may disclose content and information about you, including content contained within your communications, if the Company deems it reasonably necessary to: (1.) conform to legal requirements or respond to legal process; (2.) ensure your compliance with this TOU, the Company Privacy Policy, and/or the Company Community Etiquette; or (3.) protect the rights, property, personal safety, or interests of the Company, its employees, customers, or the public.

5. User Obligations Regarding User-Generated Content

You assume the following obligations with respect to any information, profiles, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials that you upload, publish, or display on or through any Sites or Services, whether publicly posted or privately transmitted (“User-Generated Content”):

  • You assume legal responsibility for all your User-Generated Content.
  • You agree that no proprietary rights including but not limited to copyright, trademark, trade secret, publicity or privacy rights, or any other intellectual property rights are being violated by your posting, transmission or sharing of any User-Generated Content via any Sites or Services.
  • You agree not to post, transmit, or share User-Generated Content on any Sites or Services that you:
    • Lack of authority or permission to post, transmit, or share, or
    • That violates in any way the rights of other persons or solicits, encourages, or promotes illegal activities, including but not limited to activities that threaten, abuse in any way, harass, defame, libel, disparage, invade the privacy or publicity rights of other persons or that are vulgar, obscene, bigoted or hateful, profane, scandalous, obscene.

6. No Company Responsibility for User-Generated Content

The Company assumes no obligations to screen and does not routinely pre-screen any User-Generated Content that you upload, publish, or display on or through any Sites or Services. The Company does not guarantee the accuracy, integrity, appropriateness, quality, or validity of any User-Generated Content. User Generated Content does not necessarily represent the views or opinions of the Company and under no circumstances whatsoever will the Company be liable for any User-Generated Content, including without limitation liability related to any loss or damage of any kind incurred from using any User-Generated Content uploaded, published, or displayed on or through any Sites or Services. Only you are solely responsible (at your own expense) for creating backup copies and replacing any of your User-Generated Content. While you agree that the Company is not obligated to, the Company may remove any User-Generated Content at any time at its sole discretion, including User-Generated Content that in the Company’s sole judgment violates this TOU or is offensive, illegal, or violates the rights of any person or entity, or harms or threatens the safety of any person or entity. The Company assumes no obligation to maintain or store any User-Generated Content. The Company may delete, modify, or restrict the display of User-Generated Content at any time for any reason, including but not limited to a change in Subscriber account level, Services cancellation, violation of the TOU, or violation of the the Company Community Etiquette; once deleted, User-Generated Content may not be retrieved.

7. Company Permitted Use of User-Generated Content and User Data

A. The Company does not claim ownership of User-Generated Content. Subject to the rights granted to the Company in this TOU, you retain full ownership of all of the User-Generated Content to the extent you would otherwise have intellectual property or other proprietary rights associated with it.

B. You authorize the Company to use and copy any User-Generated Content that you upload, publish, or display on or through any Sites or Services as the Company deems necessary to facilitate the posting and storage of such User-Generated Content.

C. You further authorize the Company to anonymize and aggregate User-Generated Content and any other data you share with the Company (“User Data”), including data associated with your Google Analytics and social media profiles, and by way of example and not limitation, to provide current or future services and for benchmarking, research and development, data products, or other marketing purposes. By uploading, publishing, or displaying User Data on or through any Sites or Services (including authorization to access any third-party account or profile), you grant the Company, its affiliates, and partners an irrevocable, perpetual, worldwide, royalty-free, non-exclusive license (with the right to sublicense) to use anonymized and aggregated User-Generated Content and User Data, in all present and future media, and in any manner relating to the Company’s business including to provide any Sites or Services.

D. For any User-Generated Content that you upload, publish, or display on or through any community portions of the Sites (“Interactive Content”), including without limitation your User Profile, your website, the Company Blog, and the Q&A service, and any future Company Sites or Services that are designed to be viewed by the public or other Subscribers, you grant to the Company, its affiliates, and partners an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, transferable license (with the right to sublicense) to use, reproduce, translate, alter, publicly perform, publicly display, modify, adapt, publish, excerpt (in whole or in part), and distribute such Interactive Content, in whole or in part, in all present and future media and in any manner relating to the Company business (including, without limitation, on the sites of our affiliates, partners, and others with whom the Company may have business relationships relating to any Sites or Services). You further agree that the Company is free to use any ideas, know-how, concepts, techniques, or other materials implied by Interactive Content. You acknowledge that the Company may retain archived copies of such Interactive Content. Subject to the preceding, you may remove Interactive Content from the Sites at any time.

E. Except for the rights to access and use the Services expressly granted to you by this TOU, the Company retains all right, title, and interest in and to any Sites or Services, including all related intellectual property rights. Any Sites or Services are protected by applicable intellectual property laws in the US and internationally. No grant or transfer of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, upon termination or expiration of this TOU as applicable to you, all rights and licenses granted to you under this TOU shall terminate.

8. Services Limitations; Availability

The Company may limit the use of any Sites or Services at its discretion, including the frequency with which you may access any Sites or Services or your ability to post User-Generated Content. The Company reserves the right to modify, update, interrupt, suspend or discontinue, temporarily or permanently, all or a part of any Sites or Services without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any Sites or Services. You are also responsible for providing all the equipment you use to access any Sites or Services.

9. User Feedback and Beta Services

A. “Feedback” means any ideas, suggestions, or comments that you provide to the Company related to any Sites, Services, or any other Company technologies, products, service, or business activities (in beta, pre-release, or released versions). You agree that you have no expectation of, and the Company has no obligations for, confidentiality or privacy in any Feedback. You grant the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish, or perform any Feedback and to make, have made, sell, offer to sell, and import any products, services, or materials existing now or in the future that include or incorporate any of your Feedback, including but not limited to any Sites or Services.

B. From time to time, the Company may add new features to the Services that may be described as “beta” services or features (collectively, “Beta Features”). Beta Features will be considered part of the Sites or Services and all provisions of this TOU relating to any Sites or Services will apply to the Beta Features as well. Users acknowledge that Beta Features may be untested, non-functional, and/or partially functional features of the Sites or Services. If you use a Beta Feature, you do so at your own risk. Notwithstanding anything else in this TOU to the contrary, Beta Features are provided “AS IS” and the Company disclaims any warranties associated with any Beta Feature. You assume and bear any risk that Beta Features may harm or interrupt operation of your software or hardware.

10. Services Credits

The Company occasionally and in its sole discretion may offer Subscribers opportunities to earn credits toward future Services (“Service Credits”), including, for example, Service Credits for new Subscriber referrals. Service Credits may be revoked at any time and for any reason at the Company discretion, and are never redeemable for cash, exchanged, sold, or rolled into a separate account. Reasons why the Company might exercise discretion and revoke and void Service Credits include but are not limited to a referred account that is not an actual person or company, is otherwise not in good standing, or was fraudulently obtained. The Company in its sole discretion may also undertake other actions (such as terminating your subscription or banning you from any future referral program) for such behavior. Unused credits may expire at the discretion of the Company.

11. Trademarks; Copyrights; Proprietary Rights; and Use Restrictions

A. As between you and the Company, other than User-Generated Content, the Company owns all right, title, and interest in any Sites or Services, including without limitation the visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of any Sites or Services (“Company Content”).

B. The Company owns the copyrights, trademarks, service marks, trade names, and other intellectual property and proprietary rights throughout the world associated with the Company Content, the Sites, and the Services.

Moreover, anything on the Sites that identifies or distinguishes the Company from any other goods and services are registered or unregistered trademarks of the Company (the “Company Trademarks”).

Except as otherwise permitted by law, you agree not to display or use in any manner the the Company Trademarks without Company prior written consent.

C. Subject to any of your rights under applicable law (e.g. as a licensee of software under applicable legislation deriving from EU Directive 2009/24/EC, if applicable), you shall not, nor shall you assist anyone else to: (1.) modify, distribute, adapt, decompile, disassemble, reverse-assemble, reverse-engineer, or prepare derivative works from any computer code or any other materials relating to Company Content or other Company technology; (2.) use, evaluate, or view Company Content for the purpose of designing, modifying, or otherwise creating any software program, or any portion thereof, that performs functions similar to the functions performed by any Services, or to compete with the Company; (3.) knowingly access or use Company Content in a manner that abuses or disrupts the Company networks, security systems, user accounts, or any Sites or Services or those of any third party, or attempt to gain unauthorized access to any of the above through unauthorized means; (4.) market, offer to sell, and/or resell any Services unless authorized in another Company Agreement or other written agreement executed on behalf of Company by its authorized representative; (5.) use Company Content in violation of this TOU or Other Company Agreement, or any Company policies, applicable laws, ordinances, or regulations; (6.) use any Sites or Services to send unsolicited or unauthorized advertising, junk mail, or spam; (7.) harvest, collect, or gather information or data regarding other Company users without their consent; (8.) transmit through or upload on any Sites or Services any material that may infringe the intellectual property or other proprietary rights of third parties, including any trademark, copyright, data privacy, or right of publicity; (9.) transmit or post on any Sites or Services any material that contains software viruses or other malicious or harmful computer code, files, or programs; (10.) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of

Terms of Use (TOU) Effective Date of this version: 28 September 2018. (Prior TOU version dated Day Month Year.)

Want to contact us about this TOU? All issues should be addressed to the email address at the top of this document.

  1. Overview and Important Definitions
  2. This Terms of Use (“TOU”) is a legally binding contract between the Company and you, as a user of or subscriber to the Site or its services. The most current versions of the Company Privacy Policy and Company Community Etiquette are incorporated into this TOU by this reference, and supersede and replace all prior versions of the same.
  3. The Company offers businesses and individuals access to resources for search engine optimization, online marketing, and online local business listing management, including, without limitation, link analysis tools, downloadable toolbars, application program interfaces (“APIs”), software as a service available on a subscription basis, website profile services, search analytics, blogs, user-generated/personalized content tools, industry surveys, and opinion polls (any or all are “Services”).
  4. The Company Services are available from Our web domains.
  5. TOU Acceptance and Agreement; Users and Subscribers.

(1.) By accessing or using any Sites or Services, or by clicking or checking a box indicating “I agree,” “I accept,” or any similar expression of the agreement while purchasing or obtaining access to any portion of any Sites or Services, you agree to be legally bound by this TOU. (Please print a copy of this TOU for your records.) If you do not agree to the TOU, you are not authorized to use and you must cease using any Sites or Services.

(2.) You may access portions of any Sites or Services with a free account as a user (“User”). While access to certain other portions of the Sites and selected features of the Services is free, The Company may charge fees for features and benefits associated with any Sites or Services at any time. Any User who pays to access or use parts of the Sites or Services is a “Subscriber” in this TOU. References to the terms “you” or “your” in the TOU refer to Users or Subscribers, as applicable.

(3.) If you accept this TOU on behalf of any other person(s) or organization(s), then you represent to the Company that you are legally authorized to do so, and “you” or “your” therefore also includes those other person(s) or organization(s).

  1. The Company may revise and update this TOU at any time for any reason in its sole and absolute discretion, effective immediately on posting the same to our Sites. The TOU will indicate at the beginning (top of the page) the date on which the current TOU was last revised and effective. It is your responsibility to check the then-current TOU for any changes. YOU AGREE THAT THE MOST RECENT VERSION OF THIS TOU LEGALLY BINDS YOU FOR ANY OF YOUR ACCESS OR USE OF THE SITES AND ANY SERVICES, AND YOU FURTHER AGREE THAT THE MOST RECENT TOU VERSION SUPERSEDES AND REPLACES THE PRIOR VERSION AND BINDS YOU FOR THE ENTIRETY OF ANY UNEXPIRED AND ACTIVE TERMS OF YOUR SUBSCRIPTIONS TO ANY SERVICES.
  2. If you enter into a separate written agreement with the Company, executed physically or digitally (e.g. DocuSign®) by both you and the Company, for you to access or use any Sites or Services, to the extent that the terms of any Other Company Agreement conflict with the terms of this TOU, the conflicting terms of such Other Company Agreement will override the conflicting terms of this TOU unless the Other Company Agreement states the contrary.
  3. Terms and Conditions Governing API Usage
  4. As a Service, the Company may provide application program interfaces and accompanying software code and documentation (any or all are “the Company API”) to access and use proprietary Company information and data about URLs (“Company Data”).
  5. If the Company provides you any Company API via a secret access key, subject to this TOU, then the Company grants you a worldwide, limited, non-exclusive, non-transferable license to make a reasonable number of copies of and use the Company API to access the Company Data to use other Services. If you use or publicly display any Company Data accessed with any Company API, you also will comply with any Company link and attribution guidelines on the Sites from time to time.
  6. You may not resell or redistribute any proprietary Company API that the Company licensed to you or any Company Data via your own API or offer it to any third parties.
  7. The Company reserves the right to suspend or terminate access to any Company API at any time and for any reason, with or without cause. If your access to any Company API is suspended or terminated, you have no rights associated with such Company API and you acknowledge that you will not be entitled to any refund or other compensation whatsoever.
  8. Terms and Conditions Governing Software as a Service Use and Subscriptions

Certain Services include Company proprietary software as a service accessed and used from the Sites, including but not limited to Company Services and SaaS; if you are a User of or Subscriber to any such Services, then you are also subject to the following specific terms and conditions.

  1. Terms and Conditions Governing Company Services and SaaS Subscriptions

If you purchase from any of the Sites subscriptions Company Services or SaaS to manage business listing information and/or location data using Company IRP, you are subject to the TOU and particularly the following related to your Company Services subscription(s).

(1.) Fees. You agree to immediately pay the Company for each managed location for recurring one-year terms beginning on the date of each payment (all payments are “the Company Service Fees”). The Company incurs third-party costs for each Company Subscriber immediately after the Subscriber submits data to the Company Services, so you agree that ALL PAYMENTS ARE FINAL and the Company is not obligated whatsoever for any partial or complete refunds, including for any renewal payments described in paragraph (3.) below.

(2.) Scope of Services. Subject to this TOU (including payment), the Company will distribute data to certain location data aggregators and business listing services and may offer additional reports and tools related to this data. These services are described in greater detail on the Sites.

(3.) Renewal. Each business location renews annually within 30 days of the anniversary of the previous payment for that location. If your renewal payment fails, you will no longer have any rights under this TOU related to your previously purchased Company Services business location(s), including the right to manage your site until your payments are current. Failure to renew a listing in a timely manner (prior to the date of annual renewal) will result in loss of any special or custom pricing terms associated with a business location.

(4.) Pricing Changes. The Company may change its Company Service Fees from time to time; with respect to new pricing for renewals, The Company will provide at least thirty (30) days’ notice by email and/or posting any new fee schedule on the Site for the Company Services.

(5.) Customer Management of Each Service.

(a.) Cancellation. You may cancel a Company Service only using the Company Services dashboard or by Email Request. Cancellation is immediate, irreversible and must occur prior to the expiration of the Service term to avoid related renewal fees. Cancellation removes the Service and associated data. Your cancellation of any Service will not under any circumstances entitle you to any complete or partial refunds whatsoever for such canceled service.

(b.) Changes and Updates. You may make limited changes and updates to a website during the related term. However, if you make changes to core data — such as domain name, phone number, or location address — that the Company is unable to validate using third-party services such as Google or Facebook, the Company may not be able to update your changes with location data aggregators and social media services following submission. This validation policy protects you and other customers from having business locations listing data hijacked by unauthorized agents.

(6.) Additional Company Local Subscriber Obligations and Acknowledgements. You acknowledge and agree as follows:

(a.) By purchasing Company Services, you warrant that you own the related company or are otherwise authorized to represent the company as of when you pay the related Company Service Fees.

(b.) To periodically review and confirm the accuracy of submitted business listing information.

(c.) The Company may occasionally require you to submit proof by email of authorization to represent a Company Service and failure to comply with any request may result in cancellation of your Service(s).

(d.) Your Services(s) may be transferred to another person or entity if that person or entity can sufficiently demonstrate resulting ownership (no such transfer will result in any refunds, however).

(e.) Another agent may submit information to the Company Services or a location listing provider which may override information you submitted about a business location.

(f.) The Company Services send location data to third-party location listing providers who may use this data in any way, and the Company cannot control their use once the data is sent to them.

(g.) Location data aggregators and business listing services are not obligated to accept your listing or any of the information you submit via the Company Services related to a business location.

(h.) The Company reserves complete right and discretion to change the mix of the Company Services location data aggregators and business listing services.

  1. Terms and Conditions Governing Subscriptions to All Other Company Software as a Service

These Services also include subscriptions to the Company Services and SaaS and other software as a service offering, and are subject to the TOU.

(1.) Subscription Payment. Subscribers must agree to the payment terms presented at the time you sign up for any Services. You are responsible for acting prior to renewal if you do not want to renew automatically. You may not receive notice of your renewal after subscribing, and you must visit your Subscription and Billing page to find out when your subscription renews. Subscriptions recur either monthly or annually in most cases, depending on the renewal term you choose on signup. You must ensure that the credit card information used for your account or subscription is current and accurate and that you are authorized to use that credit card. The Company may implement fraud-protection measures anytime including, without limitation, temporarily charging small amounts to validate your credit card and authorization.

(2.) Subscription Cancellation. For security, an email or phone call to the Company is not sufficient to cancel your Services subscription. You may cancel at any time by selecting the cancel button on your Subscription and Billing page. Cancellation does not entitle you to any refund whatsoever. You will continue to have access to the Sites and Services you have paid for until the end of your subscription term but will lose access if the subscription is not in good standing.

(3.) No Refunds. The Company will not provide you any refunds at any time. If you cancel your subscription, The Company is not obligated to refund fees for any portion of your subscription term. If you choose to downgrade your subscription during your subscription term, you may be entitled to a pay a lower, prorated amount as of the date of renewal, but you are not entitled to any refund at any time.

(4.) Multiple Subscriptions. Each subscription has a credit card associated with it. If a subscription is suspended for inability to process that credit card, and you subscribe to a second Company Service while that first Service is suspended (e.g. changing the credit card for the new subscription) but before the original subscription is canceled (currently 18 days, subject to change), The Company may use the valid payment credit card for the second subscription to re-initiate the suspended Service.

  1. Terms and Conditions Governing All Users of and Subscribers to Sites or Services
  2. The Services are available only to Users and Subscribers who:
  1. Are human (not bots, except for certain authorized API users) and with minimum ages of 13 years old for Users and 18 years old for Subscribers;
  2. Submit and then maintain truthful and accurate account information;
  3. Do not impersonate any other person or entity or otherwise misrepresent their identity in a profile or elsewhere on the Sites;
  4. Have a valid email address; and
  5. Do not to authorize third parties unaffiliated through an employer-employee or entity ownership relationship to use their account, profile, or messages or otherwise resell the Services to multiple unaffiliated persons or parties (e.g. “group buys” or “buyers’ clubs”).
  1. You agree that you have or will enter into agreements with your individual users who access any Sites or Services on your behalf that protect the Company, and any Company Content, Sites, or Services as much as this TOU.
  2. If the Company, through any Sites, Services, or otherwise, provides you user authentication and access tools (i.e., username, password, access keys, etc.) for secure access to any Site or Services, you agree to keep that account access information protected, secure, and confidential, and not share it with others in any way that breaches this TOU. You agree that the Company in its sole and absolute discretion may block you from any secure and restricted parts of any Sites or Services. You also agree to notify the Company immediately of any unauthorized access to or use of secure and restricted parts of any Sites or Services that you (including but not limited to any of your users) know or should reasonably know about.
  3. You agree that your rights in a subscription or use of any paid Services (including, for example, the ability to change a password associated with a Company Website account) may depend on demonstrating that you have paid for the subscription to any applicable Services or Sites.
  4. You acknowledge that if you sign up for any Services and pay via credit card, and the Company cannot charge your credit card at renewal, the Company may cancel your subscription and you may lose access to the Services and any data associated with your subscription.
  5. While some Services may be paid for via invoice pursuant to another Company Agreement, the Company may quote additional fees for invoiced accounts. If the Company has entered into an invoicing relationship with you, the following terms apply unless superseded by another Company Agreement: You agree to pay all undisputed invoices within 30 days. You agree that the Company may charge interest of 1.5% per month for past due invoices, or the highest rate permitted by law, and you are liable for reasonable attorney fees and collection costs arising from the Company efforts to collect on past due amounts. If you fail to pay an invoice, the Company reserves the right to cancel your subscription and access to any Sites or Services, and any data associated with your subscription or the Services.
  6. Taxes. The price, fees, and other amounts payable to the Company under this TOU do not include any sales, use, or other similar taxes assessed or imposed by any governmental authority. With regard to such amounts, you will pay or reimburse the Company for all such charges as invoiced or provide certificates or other evidence of exemption.
  7. You acknowledge that portions of the Sites and Services are publicly available or available to other Users and may be accessible by syndication programs (including data feed tools), search engines, metasearch tools, crawlers, meta-crawlers, and other similar programs.
  8. The Company reserves the right to monitor your communications to the extent they are facilitated by any Sites or Services, and may disclose content and information about you, including content contained within your communications, if the Company deems it reasonably necessary to: (1.) conform to legal requirements or respond to legal process; (2.) ensure your compliance with this TOU, the Company Privacy Policy, and/or the Company Community Etiquette; or (3.) protect the rights, property, personal safety, or interests of the Company, its employees, customers, or the public.
  9. User Obligations Regarding User-Generated Content

You assume the following obligations with respect to any information, profiles, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials that you upload, publish, or display on or through any Sites or Services, whether publicly posted or privately transmitted (“User-Generated Content”):

  • You assume legal responsibility for all your User-Generated Content.
  • You agree that no proprietary rights including but not limited to copyright, trademark, trade secret, publicity or privacy rights, or any other intellectual property rights are being violated by your posting, transmission or sharing of any User-Generated Content via any Sites or Services.
  • You agree not to post, transmit, or share User-Generated Content on any Sites or Services that you:
    • Lack of authority or permission to post, transmit, or share, or
    • That violates in any way the rights of other persons or solicits, encourages, or promotes illegal activities, including but not limited to activities that threaten, abuse in any way, harass, defame, libel, disparage, invade the privacy or publicity rights of other persons or that are vulgar, obscene, bigoted or hateful, profane, scandalous, obscene.
  1. No Company Responsibility for User-Generated Content

The Company assumes no obligations to screen and does not routinely pre-screen any User-Generated Content that you upload, publish, or display on or through any Sites or Services. The Company does not guarantee the accuracy, integrity, appropriateness, quality, or validity of any User-Generated Content. User Generated Content does not necessarily represent the views or opinions of the Company and under no circumstances whatsoever will the Company be liable for any User-Generated Content, including without limitation liability related to any loss or damage of any kind incurred from using any User-Generated Content uploaded, published, or displayed on or through any Sites or Services. Only you are solely responsible (at your own expense) for creating backup copies and replacing any of your User-Generated Content. While you agree that the Company is not obligated to, the Company may remove any User-Generated Content at any time at its sole discretion, including User-Generated Content that in the Company’s sole judgment violates this TOU or is offensive, illegal, or violates the rights of any person or entity, or harms or threatens the safety of any person or entity. The Company assumes no obligation to maintain or store any User-Generated Content. The Company may delete, modify, or restrict the display of User-Generated Content at any time for any reason, including but not limited to a change in Subscriber account level, Services cancellation, violation of the TOU, or violation of the the Company Community Etiquette; once deleted, User-Generated Content may not be retrieved.

  1. Company Permitted Use of User-Generated Content and User Data
  2. The Company does not claim ownership of User-Generated Content. Subject to the rights granted to the Company in this TOU, you retain full ownership of all of the User-Generated Content to the extent you would otherwise have intellectual property or other proprietary rights associated with it.
  3. You authorize the Company to use and copy any User-Generated Content that you upload, publish, or display on or through any Sites or Services as the Company deems necessary to facilitate the posting and storage of such User-Generated Content.
  4. You further authorize the Company to anonymize and aggregate User-Generated Content and any other data you share with the Company (“User Data”), including data associated with your Google Analytics and social media profiles, and by way of example and not limitation, to provide current or future services and for benchmarking, research and development, data products, or other marketing purposes. By uploading, publishing, or displaying User Data on or through any Sites or Services (including authorization to access any third-party account or profile), you grant the Company, its affiliates, and partners an irrevocable, perpetual, worldwide, royalty-free, non-exclusive license (with the right to sublicense) to use anonymized and aggregated User-Generated Content and User Data, in all present and future media, and in any manner relating to the Company’s business including to provide any Sites or Services.
  5. For any User-Generated Content that you upload, publish, or display on or through any community portions of the Sites (“Interactive Content”), including without limitation your User Profile, your website, the Company Blog, and the Q&A service, and any future Company Sites or Services that are designed to be viewed by the public or other Subscribers, you grant to the Company, its affiliates, and partners an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, transferable license (with the right to sublicense) to use, reproduce, translate, alter, publicly perform, publicly display, modify, adapt, publish, excerpt (in whole or in part), and distribute such Interactive Content, in whole or in part, in all present and future media and in any manner relating to the Company business (including, without limitation, on the sites of our affiliates, partners, and others with whom the Company may have business relationships relating to any Sites or Services). You further agree that the Company is free to use any ideas, know-how, concepts, techniques, or other materials implied by Interactive Content. You acknowledge that the Company may retain archived copies of such Interactive Content. Subject to the preceding, you may remove Interactive Content from the Sites at any time.
  6. Except for the rights to access and use the Services expressly granted to you by this TOU, the Company retains all right, title, and interest in and to any Sites or Services, including all related intellectual property rights. Any Sites or Services are protected by applicable intellectual property laws in the US and internationally. No grant or transfer of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, upon termination or expiration of this TOU as applicable to you, all rights and licenses granted to you under this TOU shall terminate.
  7. Services Limitations; Availability

The Company may limit the use of any Sites or Services at its discretion, including the frequency with which you may access any Sites or Services or your ability to post User-Generated Content. The Company reserves the right to modify, update, interrupt, suspend or discontinue, temporarily or permanently, all or a part of any Sites or Services without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any Sites or Services. You are also responsible for providing all the equipment you use to access any Sites or Services.

  1. User Feedback and Beta Services
  2. “Feedback” means any ideas, suggestions, or comments that you provide to the Company related to any Sites, Services, or any other Company technologies, products, service, or business activities (in beta, pre-release, or released versions). You agree that you have no expectation of, and the Company has no obligations for, confidentiality or privacy in any Feedback. You grant the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish, or perform any Feedback and to make, have made, sell, offer to sell, and import any products, services, or materials existing now or in the future that include or incorporate any of your Feedback, including but not limited to any Sites or Services.
  3. From time to time, the Company may add new features to the Services that may be described as “beta” services or features (collectively, “Beta Features”). Beta Features will be considered part of the Sites or Services and all provisions of this TOU relating to any Sites or Services will apply to the Beta Features as well. Users acknowledge that Beta Features may be untested, non-functional, and/or partially functional features of the Sites or Services. If you use a Beta Feature, you do so at your own risk. Notwithstanding anything else in this TOU to the contrary, Beta Features are provided “AS IS” and the Company disclaims any warranties associated with any Beta Feature. You assume and bear any risk that Beta Features may harm or interrupt operation of your software or hardware.
  4. Services Credits

The Company occasionally and in its sole discretion may offer Subscribers opportunities to earn credits toward future Services (“Service Credits”), including, for example, Service Credits for new Subscriber referrals. Service Credits may be revoked at any time and for any reason at the Company discretion, and are never redeemable for cash, exchanged, sold, or rolled into a separate account. Reasons why the Company might exercise discretion and revoke and void Service Credits include but are not limited to a referred account that is not an actual person or company, is otherwise not in good standing, or was fraudulently obtained. The Company in its sole discretion may also undertake other actions (such as terminating your subscription or banning you from any future referral program) for such behavior. Unused credits may expire at the discretion of the Company.

  1. Trademarks; Copyrights; Proprietary Rights; and Use Restrictions
  2. As between you and the Company, other than User-Generated Content, the Company owns all right, title, and interest in any Sites or Services, including without limitation the visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of any Sites or Services (“Company Content”).
  3. The Company owns the copyrights, trademarks, service marks, trade names, and other intellectual property and proprietary rights throughout the world associated with the Company Content, the Sites, and the Services.

Moreover, anything on the Sites that identifies or distinguishes the Company from any other goods and services are registered or unregistered trademarks of the Company (the “Company Trademarks”).

Except as otherwise permitted by law, you agree not to display or use in any manner the the Company Trademarks without Company prior written consent.

  1. Subject to any of your rights under applicable law (e.g. as a licensee of software under applicable legislation deriving from EU Directive 2009/24/EC, if applicable), you shall not, nor shall you assist anyone else to: (1.) modify, distribute, adapt, decompile, disassemble, reverse-assemble, reverse-engineer, or prepare derivative works from any computer code or any other materials relating to Company Content or other Company technology; (2.) use, evaluate, or view Company Content for the purpose of designing, modifying, or otherwise creating any software program, or any portion thereof, that performs functions similar to the functions performed by any Services, or to compete with the Company; (3.) knowingly access or use Company Content in a manner that abuses or disrupts the Company networks, security systems, user accounts, or any Sites or Services or those of any third party, or attempt to gain unauthorized access to any of the above through unauthorized means; (4.) market, offer to sell, and/or resell any Services unless authorized in another Company Agreement or other written agreement executed on behalf of Company by its authorized representative; (5.) use Company Content in violation of this TOU or Other Company Agreement, or any Company policies, applicable laws, ordinances, or regulations; (6.) use any Sites or Services to send unsolicited or unauthorized advertising, junk mail, or spam; (7.) harvest, collect, or gather information or data regarding other Company users without their consent; (8.) transmit through or upload on any Sites or Services any material that may infringe the intellectual property or other proprietary rights of third parties, including any trademark, copyright, data privacy, or right of publicity; (9.) transmit or post on any Sites or Services any material that contains software viruses or other malicious or harmful computer code, files, or programs; (10.) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of The Company Content; (11.) circumvent or disable any usage rules or other security features for or used by any Sites or Services; or (12.) disclose, reproduce, summarize, distribute, or use any Sites or Services except as necessary to exercise the rights granted to you in this TOU. The Company shall have sole and exclusive discretion to determine violations of these restrictions and then may immediately suspend your account and access to any Sites or Services for violations of these restrictions.
  2. Except for your rights to access and use any Sites or Services and the The Company Content expressly granted by this TOU, The Company retains all right, title, and interest in and to The Company Content and any Sites or Services, including all related intellectual property rights. The Company Content and any Sites or Services are protected by applicable intellectual property laws in the US and internationally. No grant or transfer of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, on termination or expiration of this TOU, all rights and licenses granted to you under this TOU shall terminate.
  3. Copyright Infringement

If you believe that your work has been used related to this TOU in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify The Company at the email at the top of this document.

You must provide all of the following in writing: identify the copyrighted work that you claim has been infringed (or if multiple copyrighted works, then a representative list of such works); identify the content on the Services that you claim is infringing with enough detail so that The Company may locate it; your statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; your statement declaring that the notification is accurate, and, under penalty of perjury, that you are the exclusive owner of the copyright interest involved or that you are authorized to act on behalf of the exclusive owner; information reasonably sufficient to permit The Company to contact you, i.e. address, telephone number, and email address; and your physical or electronic signature.

On receiving your above notice, The Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the disputed use from the Sites or Services or termination of the posting account.

  1. User Indemnification of the Company for Certain Actions

You agree to indemnify and hold the Company and its affiliates, officers, agents, subsidiaries, partners, and employees harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party arising from (1.) User-Generated Content or User Data you post, transmit, or make available through any Sites or Services; (2.) your unauthorized use of any Sites or Services; (3.) your connection to the Services, including your use of the Services, to provide a link to upload content or other information to other websites; or (4.) your violation of the TOU (including the Privacy Policy or The Company Community Etiquette); or (5.) your violation of any third party’s rights, including but not limited to any intellectual property rights.

  1. Warranties and Limitations

Each party warrants and represents that it shall comply with all applicable laws and regulations in performing its obligations under this TOU. EXCEPT FOR ANY EXPRESS WARRANTY IN THIS TOU, THE COMPANY AND ITS THIRD-PARTY SUPPLIERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES REGARDING ANY THE COMPANY CONTENT, SITES, OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND QUALITY. THE COMPANY AND ITS THIRD-PARTY SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY, OR COMPLETENESS OF ANY SITES OR SERVICES OR THE RESULTS YOU MAY OBTAIN FROM THEIR USE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY AND ITS THIRD-PARTY SUPPLIERS DO NOT REPRESENT OR WARRANT THAT (1.) THE OPERATION OR USE OF ANY SITES OR SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR (2.) THE QUALITY OF ANY SITES OR SERVICES WILL MEET YOUR OR ANY OTHER REQUIREMENTS. YOU ACKNOWLEDGE THAT NEITHER THE COMPANY NOR ITS THIRD-PARTY SUPPLIERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT ANY SITES OR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES, AND THEREFORE NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY SUPPLIERS ARE RESPONSIBLE FOR ANY DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY THE COMPANY, ANY SITES OR SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” Users or Subscribers may have additional rights as a consumer under local law that this TOU cannot change.

  1. THIRD-PARTY SOFTWARE; LIABILITY LIMITATION; EXCLUSIVE REMEDIES FOR USERS AND SUBSCRIBERS
  2. Third-Party Software. You are solely and entirely responsible for any third-party software that you obtain and use in connection with any Sites or Services. The Company exercises no control over such third-party software and is not responsible for its performance. Your purchase or use of such software shall be governed by the terms and conditions of such third parties, and you may, therefore, be asked to accept terms and conditions at the time of purchase and/or access. The Company is not responsible or liable, directly or indirectly, for any damage or loss caused to you by use of or reliance on any third-party software. You are responsible for all fees charged to you by third parties, or such software or other services you require related to accessing or using any Sites or Services. You are responsible for obtaining all licenses for third-party software for your use with any Sites or Services. If the Company believes that you lack necessary rights to use any third-party software that you depend on or use with any Sites or Services, The Company may suspend or terminate your access to such Sites or Services.
  3. EXCLUSIONS OF CERTAIN DAMAGES AND LIMITATIONS OF LIABILITY. You agree that these exclusions of damages and limitations of liability are a fundamental element of the parties’ agreements in this TOU.

(1.) Under no circumstances will The Company or any of its third-party suppliers or any of their respective affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Sites or transmitted to or by you or any other Users or Subscribers.

(2.) TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER The Company NOR ANY OF ITS THIRD-PARTY SUPPLIERS SHALL BE LIABLE TO YOU OR ANYONE ELSE, INCLUDING BUT NOT LIMITED TO ANY ORGANIZATIONS, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES RESULTING FROM ANY ACCESS TO OR USE OF ANY SITES OR SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF The Company OR ANY OF ITS THIRD-PARTY SUPPLIERS WERE ADVISED THAT SUCH DAMAGES WERE POSSIBLE. The disclaimer in the preceding sentence includes any damages arising from your inability to access or use any Sites or Services (including due to modification, suspension, blocking, discontinuance, cancellation, or termination of any Services or any part thereof). Without limiting the foregoing, you specifically acknowledge and agree that neither The Company nor any of its third-party suppliers is liable for the defamatory, offensive, infringing, breaching, the fraudulent, or illegal conduct of other users, subscribers, or third parties and that any risk from the foregoing are assumed entirely by you. These limitations apply to any matter related to any Sites, Services, or their content; third-party Internet sites, programs, or conduct; viruses or other disabling features; incompatibility between any Sites or Services and other services, software, or hardware; and any delay or failure in initiating, conducting, or completing any transmission or transaction connected with any Sites or Services in an accurate or timely manner.

(3.) Limitation of Liability. Any liability of The Company or any of The Company’s third-party suppliers of any kind arising out of or related to this TOU (including but not limited to warranty claims) or any of your use of the Sites or Services, regardless of the forum and whether any action or claim is based on breach of contract, breach of warranty, tort (including negligence), or any other legal theory, shall not exceed the greater of (a.) the total amount paid by you to The Company to access or use any Sites or Services giving rise to such liability during the six (6) months immediately preceding the date the liability arose or (b.) twenty United States dollars (USD$20.00).

(4.) This Section 15.B. applies even if this remedy does not fully compensate you for any losses or fails its essential purpose; or even if The Company or any of its third-party suppliers knew or should have known about the possibility of the losses, liability, or damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or limitation of liability for certain claims or causes of action, so the above limitations or exclusions may not apply to you in these jurisdictions.

  1. Special Admonitions for International Use
  2. Your Internet use may be global; thus, you agree to comply with all local rules and laws regarding your access and use of any Sites or Services through the Internet, and without limitation, you will comply with all applicable laws regarding obscene and indecent content and transmitting technical data exported from the United States or the country in which you reside.
  3. With respect to any personal data (as defined under the General Data Protection Regulation[GDPR] [EU] 2016/679 and any other applicable data protection legislation) (“Personal Data”) which The Company processes on your behalf, The Company Pro does not process any Personal Data as a part of its core function and The Company Local would only process Personal Data in the unlikely event that the business listing and location information managed by The Company Local were to include the Personal Data of data subject. Thus, The Company is more typically the Data Controller and is not a Data Processor to Personal Data in which you are a Data Controller. However, in the unlikely event that you believe The Company is a Data Processor to you as a Data Controller, please contact The Company at the email address at the top of this document, and The Company can consider if it is necessary under applicable law for you to appoint The Company as a Data Processor pursuant to an appropriate Data Processor agreement/addendum.
  4. Termination

Upon termination of Services, any payment liabilities owed to The Company and accrued prior to the effective date of the termination will survive. In addition to any obligations or restrictions in the TOU that by their nature should reasonably survive termination of this TOU, the following sections shall also survive termination of this TOU: 1.A., 1.D.(1.), 1.D.(3.), 1.F., 2.C., 3.A.(1.), 3.A.(6.)(a.), 3.B.(1.), 3.B.(3.), 4.C., 4.F., 4.G., 4.J., 5., 6., 7.C. to 7.E., 8., 9., and 11. to 18. You are solely responsible for removing your information and material from any Sites or Services prior to any termination. The Company is not obligated to retain your information, material, or data following termination.

  1. Miscellaneous Clauses
  2. Changes to Services. The Company may change any Sites or Services from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of such Sites or Services. Your access to and use of any Sites or Services depends on you complying with any applicable laws or this TOU.
  3. Force Majeure. Neither you nor The Company will be liable to the other for any delay or failure to perform any obligation under this TOU if the delay or failure is due to circumstances beyond such party’s reasonable control. The affected party will notify the other party of such event and resume performance as soon as reasonably practicable.
  4. Notices. If the Company must send you additional information regarding the TOU or any Sites or Services, you consent to receive this information electronically. The Company may provide required information to you by email at any address you registered with the Sites or Services or via posting on the Sites or Services. Notices provided to you via email are effective on the transmission date. You will provide The Company any written notice under this TOU by email to the email address at the top of this document
  5. Forum and Jurisdiction. This TOU is governed by the laws of the State of Washington, USA, without regard to its conflict of law provisions. You irrevocably consent to the exclusive jurisdiction of the state and federal courts located in King County, Washington, USA to resolve any dispute, claim, or controversy that arises from this TOU.
  6. Additional Rights and Obligations. This TOU shall neither obligate The Company, nor provide any rights, to any third-party whatsoever as an intended third-party beneficiary under this TOU. You and The Company are independent contractors without authority to bind each other or to make any representations on behalf of the other party, and you and The Company shall not be held to be partners or co-ventures. If any provision of this TOU is held invalid or unenforceable, such provision shall be held superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party’s failure to act with respect to a breach of this TOU does not constitute a waiver or affect that party’s rights to act subsequently. You may not assign rights or delegate any duties under this TOU without prior written notice to and consent by The Company. This TOU will bind any permitted successors and permitted assigns.
  7. Entire Agreement. The TOU (along with the Privacy Policy, The Company Community Etiquette, and any Subscriber agreement or other agreement accepted by you and an authorized representative of The Company that is incorporated by reference into the TOU) constitutes the entire agreement between you and The Company and governs your access to and use of any Sites or Services, superseding any prior agreements between you and The Company (including, but not limited to, any prior versions of the TOU). In no case shall any terms on a purchase order or other non-The Company ordering document from you apply to, in addition to, or otherwise be included in the provisions of this TOU without The Company’s prior written consent and agreement. No modification of this TOU is binding unless it is in writing and signed by you and The Company.

Content; (11.) circumvent or disable any usage rules or other security features for or used by any Sites or Services; or (12.) disclose, reproduce, summarize, distribute, or use any Sites or Services except as necessary to exercise the rights granted to you in this TOU.

Terms of Use (TOU) Effective Date of this version: 28 September 2018. (Prior TOU version dated Day Month Year.)

Want to contact us about this TOU? All issues should be addressed to the email address at the top of this document.

  1. Overview and Important Definitions
  2. This Terms of Use (“TOU”) is a legally binding contract between the Company and you, as a user of or subscriber to the Site or its services. The most current versions of the Company Privacy Policy and Company Community Etiquette are incorporated into this TOU by this reference, and supersede and replace all prior versions of the same.
  3. The Company offers businesses and individuals access to resources for search engine optimization, online marketing, and online local business listing management, including, without limitation, link analysis tools, downloadable toolbars, application program interfaces (“APIs”), software as a service available on a subscription basis, website profile services, search analytics, blogs, user-generated/personalized content tools, industry surveys, and opinion polls (any or all are “Services”).
  4. The Company Services are available from Our web domains.
  5. TOU Acceptance and Agreement; Users and Subscribers.

(1.) By accessing or using any Sites or Services, or by clicking or checking a box indicating “I agree,” “I accept,” or any similar expression of the agreement while purchasing or obtaining access to any portion of any Sites or Services, you agree to be legally bound by this TOU. (Please print a copy of this TOU for your records.) If you do not agree to the TOU, you are not authorized to use and you must cease using any Sites or Services.

(2.) You may access portions of any Sites or Services with a free account as a user (“User”). While access to certain other portions of the Sites and selected features of the Services is free, The Company may charge fees for features and benefits associated with any Sites or Services at any time. Any User who pays to access or use parts of the Sites or Services is a “Subscriber” in this TOU. References to the terms “you” or “your” in the TOU refer to Users or Subscribers, as applicable.

(3.) If you accept this TOU on behalf of any other person(s) or organization(s), then you represent to the Company that you are legally authorized to do so, and “you” or “your” therefore also includes those other person(s) or organization(s).

  1. The Company may revise and update this TOU at any time for any reason in its sole and absolute discretion, effective immediately on posting the same to our Sites. The TOU will indicate at the beginning (top of the page) the date on which the current TOU was last revised and effective. It is your responsibility to check the then-current TOU for any changes. YOU AGREE THAT THE MOST RECENT VERSION OF THIS TOU LEGALLY BINDS YOU FOR ANY OF YOUR ACCESS OR USE OF THE SITES AND ANY SERVICES, AND YOU FURTHER AGREE THAT THE MOST RECENT TOU VERSION SUPERSEDES AND REPLACES THE PRIOR VERSION AND BINDS YOU FOR THE ENTIRETY OF ANY UNEXPIRED AND ACTIVE TERMS OF YOUR SUBSCRIPTIONS TO ANY SERVICES.
  2. If you enter into a separate written agreement with the Company, executed physically or digitally (e.g. DocuSign®) by both you and the Company, for you to access or use any Sites or Services, to the extent that the terms of any Other Company Agreement conflict with the terms of this TOU, the conflicting terms of such Other Company Agreement will override the conflicting terms of this TOU unless the Other Company Agreement states the contrary.
  3. Terms and Conditions Governing API Usage
  4. As a Service, the Company may provide application program interfaces and accompanying software code and documentation (any or all are “the Company API”) to access and use proprietary Company information and data about URLs (“Company Data”).
  5. If the Company provides you any Company API via a secret access key, subject to this TOU, then the Company grants you a worldwide, limited, non-exclusive, non-transferable license to make a reasonable number of copies of and use the Company API to access the Company Data to use other Services. If you use or publicly display any Company Data accessed with any Company API, you also will comply with any Company link and attribution guidelines on the Sites from time to time.
  6. You may not resell or redistribute any proprietary Company API that the Company licensed to you or any Company Data via your own API or offer it to any third parties.
  7. The Company reserves the right to suspend or terminate access to any Company API at any time and for any reason, with or without cause. If your access to any Company API is suspended or terminated, you have no rights associated with such Company API and you acknowledge that you will not be entitled to any refund or other compensation whatsoever.
  8. Terms and Conditions Governing Software as a Service Use and Subscriptions

Certain Services include Company proprietary software as a service accessed and used from the Sites, including but not limited to Company Services and SaaS; if you are a User of or Subscriber to any such Services, then you are also subject to the following specific terms and conditions.

  1. Terms and Conditions Governing Company Services and SaaS Subscriptions

If you purchase from any of the Sites subscriptions Company Services or SaaS to manage business listing information and/or location data using Company IRP, you are subject to the TOU and particularly the following related to your Company Services subscription(s).

(1.) Fees. You agree to immediately pay the Company for each managed location for recurring one-year terms beginning on the date of each payment (all payments are “the Company Service Fees”). The Company incurs third-party costs for each Company Subscriber immediately after the Subscriber submits data to the Company Services, so you agree that ALL PAYMENTS ARE FINAL and the Company is not obligated whatsoever for any partial or complete refunds, including for any renewal payments described in paragraph (3.) below.

(2.) Scope of Services. Subject to this TOU (including payment), the Company will distribute data to certain location data aggregators and business listing services and may offer additional reports and tools related to this data. These services are described in greater detail on the Sites.

(3.) Renewal. Each business location renews annually within 30 days of the anniversary of the previous payment for that location. If your renewal payment fails, you will no longer have any rights under this TOU related to your previously purchased Company Services business location(s), including the right to manage your site until your payments are current. Failure to renew a listing in a timely manner (prior to the date of annual renewal) will result in loss of any special or custom pricing terms associated with a business location.

(4.) Pricing Changes. The Company may change its Company Service Fees from time to time; with respect to new pricing for renewals, The Company will provide at least thirty (30) days’ notice by email and/or posting any new fee schedule on the Site for the Company Services.

(5.) Customer Management of Each Service.

(a.) Cancellation. You may cancel a Company Service only using the Company Services dashboard or by Email Request. Cancellation is immediate, irreversible and must occur prior to the expiration of the Service term to avoid related renewal fees. Cancellation removes the Service and associated data. Your cancellation of any Service will not under any circumstances entitle you to any complete or partial refunds whatsoever for such canceled service.

(b.) Changes and Updates. You may make limited changes and updates to a website during the related term. However, if you make changes to core data — such as domain name, phone number, or location address — that the Company is unable to validate using third-party services such as Google or Facebook, the Company may not be able to update your changes with location data aggregators and social media services following submission. This validation policy protects you and other customers from having business locations listing data hijacked by unauthorized agents.

(6.) Additional Company Local Subscriber Obligations and Acknowledgements. You acknowledge and agree as follows:

(a.) By purchasing Company Services, you warrant that you own the related company or are otherwise authorized to represent the company as of when you pay the related Company Service Fees.

(b.) To periodically review and confirm the accuracy of submitted business listing information.

(c.) The Company may occasionally require you to submit proof by email of authorization to represent a Company Service and failure to comply with any request may result in cancellation of your Service(s).

(d.) Your Services(s) may be transferred to another person or entity if that person or entity can sufficiently demonstrate resulting ownership (no such transfer will result in any refunds, however).

(e.) Another agent may submit information to the Company Services or a location listing provider which may override information you submitted about a business location.

(f.) The Company Services send location data to third-party location listing providers who may use this data in any way, and the Company cannot control their use once the data is sent to them.

(g.) Location data aggregators and business listing services are not obligated to accept your listing or any of the information you submit via the Company Services related to a business location.

(h.) The Company reserves complete right and discretion to change the mix of the Company Services location data aggregators and business listing services.

  1. Terms and Conditions Governing Subscriptions to All Other Company Software as a Service

These Services also include subscriptions to the Company Services and SaaS and other software as a service offering, and are subject to the TOU.

(1.) Subscription Payment. Subscribers must agree to the payment terms presented at the time you sign up for any Services. You are responsible for acting prior to renewal if you do not want to renew automatically. You may not receive notice of your renewal after subscribing, and you must visit your Subscription and Billing page to find out when your subscription renews. Subscriptions recur either monthly or annually in most cases, depending on the renewal term you choose on signup. You must ensure that the credit card information used for your account or subscription is current and accurate and that you are authorized to use that credit card. The Company may implement fraud-protection measures anytime including, without limitation, temporarily charging small amounts to validate your credit card and authorization.

(2.) Subscription Cancellation. For security, an email or phone call to the Company is not sufficient to cancel your Services subscription. You may cancel at any time by selecting the cancel button on your Subscription and Billing page. Cancellation does not entitle you to any refund whatsoever. You will continue to have access to the Sites and Services you have paid for until the end of your subscription term but will lose access if the subscription is not in good standing.

(3.) No Refunds. The Company will not provide you any refunds at any time. If you cancel your subscription, The Company is not obligated to refund fees for any portion of your subscription term. If you choose to downgrade your subscription during your subscription term, you may be entitled to a pay a lower, prorated amount as of the date of renewal, but you are not entitled to any refund at any time.

(4.) Multiple Subscriptions. Each subscription has a credit card associated with it. If a subscription is suspended for inability to process that credit card, and you subscribe to a second Company Service while that first Service is suspended (e.g. changing the credit card for the new subscription) but before the original subscription is canceled (currently 18 days, subject to change), The Company may use the valid payment credit card for the second subscription to re-initiate the suspended Service.

  1. Terms and Conditions Governing All Users of and Subscribers to Sites or Services
  2. The Services are available only to Users and Subscribers who:
  1. Are human (not bots, except for certain authorized API users) and with minimum ages of 13 years old for Users and 18 years old for Subscribers;
  2. Submit and then maintain truthful and accurate account information;
  3. Do not impersonate any other person or entity or otherwise misrepresent their identity in a profile or elsewhere on the Sites;
  4. Have a valid email address; and
  5. Do not to authorize third parties unaffiliated through an employer-employee or entity ownership relationship to use their account, profile, or messages or otherwise resell the Services to multiple unaffiliated persons or parties (e.g. “group buys” or “buyers’ clubs”).
  1. You agree that you have or will enter into agreements with your individual users who access any Sites or Services on your behalf that protect the Company, and any Company Content, Sites, or Services as much as this TOU.
  2. If the Company, through any Sites, Services, or otherwise, provides you user authentication and access tools (i.e., username, password, access keys, etc.) for secure access to any Site or Services, you agree to keep that account access information protected, secure, and confidential, and not share it with others in any way that breaches this TOU. You agree that the Company in its sole and absolute discretion may block you from any secure and restricted parts of any Sites or Services. You also agree to notify the Company immediately of any unauthorized access to or use of secure and restricted parts of any Sites or Services that you (including but not limited to any of your users) know or should reasonably know about.
  3. You agree that your rights in a subscription or use of any paid Services (including, for example, the ability to change a password associated with a Company Website account) may depend on demonstrating that you have paid for the subscription to any applicable Services or Sites.
  4. You acknowledge that if you sign up for any Services and pay via credit card, and the Company cannot charge your credit card at renewal, the Company may cancel your subscription and you may lose access to the Services and any data associated with your subscription.
  5. While some Services may be paid for via invoice pursuant to another Company Agreement, the Company may quote additional fees for invoiced accounts. If the Company has entered into an invoicing relationship with you, the following terms apply unless superseded by another Company Agreement: You agree to pay all undisputed invoices within 30 days. You agree that the Company may charge interest of 1.5% per month for past due invoices, or the highest rate permitted by law, and you are liable for reasonable attorney fees and collection costs arising from the Company efforts to collect on past due amounts. If you fail to pay an invoice, the Company reserves the right to cancel your subscription and access to any Sites or Services, and any data associated with your subscription or the Services.
  6. Taxes. The price, fees, and other amounts payable to the Company under this TOU do not include any sales, use, or other similar taxes assessed or imposed by any governmental authority. With regard to such amounts, you will pay or reimburse the Company for all such charges as invoiced or provide certificates or other evidence of exemption.
  7. You acknowledge that portions of the Sites and Services are publicly available or available to other Users and may be accessible by syndication programs (including data feed tools), search engines, metasearch tools, crawlers, meta-crawlers, and other similar programs.
  8. The Company reserves the right to monitor your communications to the extent they are facilitated by any Sites or Services, and may disclose content and information about you, including content contained within your communications, if the Company deems it reasonably necessary to: (1.) conform to legal requirements or respond to legal process; (2.) ensure your compliance with this TOU, the Company Privacy Policy, and/or the Company Community Etiquette; or (3.) protect the rights, property, personal safety, or interests of the Company, its employees, customers, or the public.
  9. User Obligations Regarding User-Generated Content

You assume the following obligations with respect to any information, profiles, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials that you upload, publish, or display on or through any Sites or Services, whether publicly posted or privately transmitted (“User-Generated Content”):

  • You assume legal responsibility for all your User-Generated Content.
  • You agree that no proprietary rights including but not limited to copyright, trademark, trade secret, publicity or privacy rights, or any other intellectual property rights are being violated by your posting, transmission or sharing of any User-Generated Content via any Sites or Services.
  • You agree not to post, transmit, or share User-Generated Content on any Sites or Services that you:
    • Lack of authority or permission to post, transmit, or share, or
    • That violates in any way the rights of other persons or solicits, encourages, or promotes illegal activities, including but not limited to activities that threaten, abuse in any way, harass, defame, libel, disparage, invade the privacy or publicity rights of other persons or that are vulgar, obscene, bigoted or hateful, profane, scandalous, obscene.
  1. No Company Responsibility for User-Generated Content

The Company assumes no obligations to screen and does not routinely pre-screen any User-Generated Content that you upload, publish, or display on or through any Sites or Services. The Company does not guarantee the accuracy, integrity, appropriateness, quality, or validity of any User-Generated Content. User Generated Content does not necessarily represent the views or opinions of the Company and under no circumstances whatsoever will the Company be liable for any User-Generated Content, including without limitation liability related to any loss or damage of any kind incurred from using any User-Generated Content uploaded, published, or displayed on or through any Sites or Services. Only you are solely responsible (at your own expense) for creating backup copies and replacing any of your User-Generated Content. While you agree that the Company is not obligated to, the Company may remove any User-Generated Content at any time at its sole discretion, including User-Generated Content that in the Company’s sole judgment violates this TOU or is offensive, illegal, or violates the rights of any person or entity, or harms or threatens the safety of any person or entity. The Company assumes no obligation to maintain or store any User-Generated Content. The Company may delete, modify, or restrict the display of User-Generated Content at any time for any reason, including but not limited to a change in Subscriber account level, Services cancellation, violation of the TOU, or violation of the the Company Community Etiquette; once deleted, User-Generated Content may not be retrieved.

  1. Company Permitted Use of User-Generated Content and User Data
  2. The Company does not claim ownership of User-Generated Content. Subject to the rights granted to the Company in this TOU, you retain full ownership of all of the User-Generated Content to the extent you would otherwise have intellectual property or other proprietary rights associated with it.
  3. You authorize the Company to use and copy any User-Generated Content that you upload, publish, or display on or through any Sites or Services as the Company deems necessary to facilitate the posting and storage of such User-Generated Content.
  4. You further authorize the Company to anonymize and aggregate User-Generated Content and any other data you share with the Company (“User Data”), including data associated with your Google Analytics and social media profiles, and by way of example and not limitation, to provide current or future services and for benchmarking, research and development, data products, or other marketing purposes. By uploading, publishing, or displaying User Data on or through any Sites or Services (including authorization to access any third-party account or profile), you grant the Company, its affiliates, and partners an irrevocable, perpetual, worldwide, royalty-free, non-exclusive license (with the right to sublicense) to use anonymized and aggregated User-Generated Content and User Data, in all present and future media, and in any manner relating to the Company’s business including to provide any Sites or Services.
  5. For any User-Generated Content that you upload, publish, or display on or through any community portions of the Sites (“Interactive Content”), including without limitation your User Profile, your website, the Company Blog, and the Q&A service, and any future Company Sites or Services that are designed to be viewed by the public or other Subscribers, you grant to the Company, its affiliates, and partners an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, transferable license (with the right to sublicense) to use, reproduce, translate, alter, publicly perform, publicly display, modify, adapt, publish, excerpt (in whole or in part), and distribute such Interactive Content, in whole or in part, in all present and future media and in any manner relating to the Company business (including, without limitation, on the sites of our affiliates, partners, and others with whom the Company may have business relationships relating to any Sites or Services). You further agree that the Company is free to use any ideas, know-how, concepts, techniques, or other materials implied by Interactive Content. You acknowledge that the Company may retain archived copies of such Interactive Content. Subject to the preceding, you may remove Interactive Content from the Sites at any time.
  6. Except for the rights to access and use the Services expressly granted to you by this TOU, the Company retains all right, title, and interest in and to any Sites or Services, including all related intellectual property rights. Any Sites or Services are protected by applicable intellectual property laws in the US and internationally. No grant or transfer of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, upon termination or expiration of this TOU as applicable to you, all rights and licenses granted to you under this TOU shall terminate.
  7. Services Limitations; Availability

The Company may limit the use of any Sites or Services at its discretion, including the frequency with which you may access any Sites or Services or your ability to post User-Generated Content. The Company reserves the right to modify, update, interrupt, suspend or discontinue, temporarily or permanently, all or a part of any Sites or Services without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any Sites or Services. You are also responsible for providing all the equipment you use to access any Sites or Services.

  1. User Feedback and Beta Services
  2. “Feedback” means any ideas, suggestions, or comments that you provide to the Company related to any Sites, Services, or any other Company technologies, products, service, or business activities (in beta, pre-release, or released versions). You agree that you have no expectation of, and the Company has no obligations for, confidentiality or privacy in any Feedback. You grant the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish, or perform any Feedback and to make, have made, sell, offer to sell, and import any products, services, or materials existing now or in the future that include or incorporate any of your Feedback, including but not limited to any Sites or Services.
  3. From time to time, the Company may add new features to the Services that may be described as “beta” services or features (collectively, “Beta Features”). Beta Features will be considered part of the Sites or Services and all provisions of this TOU relating to any Sites or Services will apply to the Beta Features as well. Users acknowledge that Beta Features may be untested, non-functional, and/or partially functional features of the Sites or Services. If you use a Beta Feature, you do so at your own risk. Notwithstanding anything else in this TOU to the contrary, Beta Features are provided “AS IS” and the Company disclaims any warranties associated with any Beta Feature. You assume and bear any risk that Beta Features may harm or interrupt operation of your software or hardware.
  4. Services Credits

The Company occasionally and in its sole discretion may offer Subscribers opportunities to earn credits toward future Services (“Service Credits”), including, for example, Service Credits for new Subscriber referrals. Service Credits may be revoked at any time and for any reason at the Company discretion, and are never redeemable for cash, exchanged, sold, or rolled into a separate account. Reasons why the Company might exercise discretion and revoke and void Service Credits include but are not limited to a referred account that is not an actual person or company, is otherwise not in good standing, or was fraudulently obtained. The Company in its sole discretion may also undertake other actions (such as terminating your subscription or banning you from any future referral program) for such behavior. Unused credits may expire at the discretion of the Company.

  1. Trademarks; Copyrights; Proprietary Rights; and Use Restrictions
  2. As between you and the Company, other than User-Generated Content, the Company owns all right, title, and interest in any Sites or Services, including without limitation the visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of any Sites or Services (“Company Content”).
  3. The Company owns the copyrights, trademarks, service marks, trade names, and other intellectual property and proprietary rights throughout the world associated with the Company Content, the Sites, and the Services.

Moreover, anything on the Sites that identifies or distinguishes the Company from any other goods and services are registered or unregistered trademarks of the Company (the “Company Trademarks”).

Except as otherwise permitted by law, you agree not to display or use in any manner the the Company Trademarks without Company prior written consent.

  1. Subject to any of your rights under applicable law (e.g. as a licensee of software under applicable legislation deriving from EU Directive 2009/24/EC, if applicable), you shall not, nor shall you assist anyone else to: (1.) modify, distribute, adapt, decompile, disassemble, reverse-assemble, reverse-engineer, or prepare derivative works from any computer code or any other materials relating to Company Content or other Company technology; (2.) use, evaluate, or view Company Content for the purpose of designing, modifying, or otherwise creating any software program, or any portion thereof, that performs functions similar to the functions performed by any Services, or to compete with the Company; (3.) knowingly access or use Company Content in a manner that abuses or disrupts the Company networks, security systems, user accounts, or any Sites or Services or those of any third party, or attempt to gain unauthorized access to any of the above through unauthorized means; (4.) market, offer to sell, and/or resell any Services unless authorized in another Company Agreement or other written agreement executed on behalf of Company by its authorized representative; (5.) use Company Content in violation of this TOU or Other Company Agreement, or any Company policies, applicable laws, ordinances, or regulations; (6.) use any Sites or Services to send unsolicited or unauthorized advertising, junk mail, or spam; (7.) harvest, collect, or gather information or data regarding other Company users without their consent; (8.) transmit through or upload on any Sites or Services any material that may infringe the intellectual property or other proprietary rights of third parties, including any trademark, copyright, data privacy, or right of publicity; (9.) transmit or post on any Sites or Services any material that contains software viruses or other malicious or harmful computer code, files, or programs; (10.) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of The Company Content; (11.) circumvent or disable any usage rules or other security features for or used by any Sites or Services; or (12.) disclose, reproduce, summarize, distribute, or use any Sites or Services except as necessary to exercise the rights granted to you in this TOU. The Company shall have sole and exclusive discretion to determine violations of these restrictions and then may immediately suspend your account and access to any Sites or Services for violations of these restrictions.
  2. Except for your rights to access and use any Sites or Services and the The Company Content expressly granted by this TOU, The Company retains all right, title, and interest in and to The Company Content and any Sites or Services, including all related intellectual property rights. The Company Content and any Sites or Services are protected by applicable intellectual property laws in the US and internationally. No grant or transfer of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, on termination or expiration of this TOU, all rights and licenses granted to you under this TOU shall terminate.
  3. Copyright Infringement

If you believe that your work has been used related to this TOU in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify The Company at the email at the top of this document.

You must provide all of the following in writing: identify the copyrighted work that you claim has been infringed (or if multiple copyrighted works, then a representative list of such works); identify the content on the Services that you claim is infringing with enough detail so that The Company may locate it; your statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; your statement declaring that the notification is accurate, and, under penalty of perjury, that you are the exclusive owner of the copyright interest involved or that you are authorized to act on behalf of the exclusive owner; information reasonably sufficient to permit The Company to contact you, i.e. address, telephone number, and email address; and your physical or electronic signature.

On receiving your above notice, The Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the disputed use from the Sites or Services or termination of the posting account.

  1. User Indemnification of the Company for Certain Actions

You agree to indemnify and hold the Company and its affiliates, officers, agents, subsidiaries, partners, and employees harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party arising from (1.) User-Generated Content or User Data you post, transmit, or make available through any Sites or Services; (2.) your unauthorized use of any Sites or Services; (3.) your connection to the Services, including your use of the Services, to provide a link to upload content or other information to other websites; or (4.) your violation of the TOU (including the Privacy Policy or The Company Community Etiquette); or (5.) your violation of any third party’s rights, including but not limited to any intellectual property rights.

  1. Warranties and Limitations

Each party warrants and represents that it shall comply with all applicable laws and regulations in performing its obligations under this TOU. EXCEPT FOR ANY EXPRESS WARRANTY IN THIS TOU, THE COMPANY AND ITS THIRD-PARTY SUPPLIERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES REGARDING ANY THE COMPANY CONTENT, SITES, OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND QUALITY. THE COMPANY AND ITS THIRD-PARTY SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY, OR COMPLETENESS OF ANY SITES OR SERVICES OR THE RESULTS YOU MAY OBTAIN FROM THEIR USE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY AND ITS THIRD-PARTY SUPPLIERS DO NOT REPRESENT OR WARRANT THAT (1.) THE OPERATION OR USE OF ANY SITES OR SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR (2.) THE QUALITY OF ANY SITES OR SERVICES WILL MEET YOUR OR ANY OTHER REQUIREMENTS. YOU ACKNOWLEDGE THAT NEITHER THE COMPANY NOR ITS THIRD-PARTY SUPPLIERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT ANY SITES OR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES, AND THEREFORE NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY SUPPLIERS ARE RESPONSIBLE FOR ANY DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY THE COMPANY, ANY SITES OR SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” Users or Subscribers may have additional rights as a consumer under local law that this TOU cannot change.

  1. THIRD-PARTY SOFTWARE; LIABILITY LIMITATION; EXCLUSIVE REMEDIES FOR USERS AND SUBSCRIBERS
  2. Third-Party Software. You are solely and entirely responsible for any third-party software that you obtain and use in connection with any Sites or Services. The Company exercises no control over such third-party software and is not responsible for its performance. Your purchase or use of such software shall be governed by the terms and conditions of such third parties, and you may, therefore, be asked to accept terms and conditions at the time of purchase and/or access. The Company is not responsible or liable, directly or indirectly, for any damage or loss caused to you by use of or reliance on any third-party software. You are responsible for all fees charged to you by third parties, or such software or other services you require related to accessing or using any Sites or Services. You are responsible for obtaining all licenses for third-party software for your use with any Sites or Services. If the Company believes that you lack necessary rights to use any third-party software that you depend on or use with any Sites or Services, The Company may suspend or terminate your access to such Sites or Services.
  3. EXCLUSIONS OF CERTAIN DAMAGES AND LIMITATIONS OF LIABILITY. You agree that these exclusions of damages and limitations of liability are a fundamental element of the parties’ agreements in this TOU.

(1.) Under no circumstances will The Company or any of its third-party suppliers or any of their respective affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Sites or transmitted to or by you or any other Users or Subscribers.

(2.) TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER The Company NOR ANY OF ITS THIRD-PARTY SUPPLIERS SHALL BE LIABLE TO YOU OR ANYONE ELSE, INCLUDING BUT NOT LIMITED TO ANY ORGANIZATIONS, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES RESULTING FROM ANY ACCESS TO OR USE OF ANY SITES OR SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF The Company OR ANY OF ITS THIRD-PARTY SUPPLIERS WERE ADVISED THAT SUCH DAMAGES WERE POSSIBLE. The disclaimer in the preceding sentence includes any damages arising from your inability to access or use any Sites or Services (including due to modification, suspension, blocking, discontinuance, cancellation, or termination of any Services or any part thereof). Without limiting the foregoing, you specifically acknowledge and agree that neither The Company nor any of its third-party suppliers is liable for the defamatory, offensive, infringing, breaching, the fraudulent, or illegal conduct of other users, subscribers, or third parties and that any risk from the foregoing are assumed entirely by you. These limitations apply to any matter related to any Sites, Services, or their content; third-party Internet sites, programs, or conduct; viruses or other disabling features; incompatibility between any Sites or Services and other services, software, or hardware; and any delay or failure in initiating, conducting, or completing any transmission or transaction connected with any Sites or Services in an accurate or timely manner.

(3.) Limitation of Liability. Any liability of The Company or any of The Company’s third-party suppliers of any kind arising out of or related to this TOU (including but not limited to warranty claims) or any of your use of the Sites or Services, regardless of the forum and whether any action or claim is based on breach of contract, breach of warranty, tort (including negligence), or any other legal theory, shall not exceed the greater of (a.) the total amount paid by you to The Company to access or use any Sites or Services giving rise to such liability during the six (6) months immediately preceding the date the liability arose or (b.) twenty United States dollars (USD$20.00).

(4.) This Section 15.B. applies even if this remedy does not fully compensate you for any losses or fails its essential purpose; or even if The Company or any of its third-party suppliers knew or should have known about the possibility of the losses, liability, or damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or limitation of liability for certain claims or causes of action, so the above limitations or exclusions may not apply to you in these jurisdictions.

  1. Special Admonitions for International Use
  2. Your Internet use may be global; thus, you agree to comply with all local rules and laws regarding your access and use of any Sites or Services through the Internet, and without limitation, you will comply with all applicable laws regarding obscene and indecent content and transmitting technical data exported from the United States or the country in which you reside.
  3. With respect to any personal data (as defined under the General Data Protection Regulation[GDPR] [EU] 2016/679 and any other applicable data protection legislation) (“Personal Data”) which The Company processes on your behalf, The Company Pro does not process any Personal Data as a part of its core function and The Company Local would only process Personal Data in the unlikely event that the business listing and location information managed by The Company Local were to include the Personal Data of data subject. Thus, The Company is more typically the Data Controller and is not a Data Processor to Personal Data in which you are a Data Controller. However, in the unlikely event that you believe The Company is a Data Processor to you as a Data Controller, please contact The Company at the email address at the top of this document, and The Company can consider if it is necessary under applicable law for you to appoint The Company as a Data Processor pursuant to an appropriate Data Processor agreement/addendum.
  4. Termination

Upon termination of Services, any payment liabilities owed to The Company and accrued prior to the effective date of the termination will survive. In addition to any obligations or restrictions in the TOU that by their nature should reasonably survive termination of this TOU, the following sections shall also survive termination of this TOU: 1.A., 1.D.(1.), 1.D.(3.), 1.F., 2.C., 3.A.(1.), 3.A.(6.)(a.), 3.B.(1.), 3.B.(3.), 4.C., 4.F., 4.G., 4.J., 5., 6., 7.C. to 7.E., 8., 9., and 11. to 18. You are solely responsible for removing your information and material from any Sites or Services prior to any termination. The Company is not obligated to retain your information, material, or data following termination.

  1. Miscellaneous Clauses
  2. Changes to Services. The Company may change any Sites or Services from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of such Sites or Services. Your access to and use of any Sites or Services depends on you complying with any applicable laws or this TOU.
  3. Force Majeure. Neither you nor The Company will be liable to the other for any delay or failure to perform any obligation under this TOU if the delay or failure is due to circumstances beyond such party’s reasonable control. The affected party will notify the other party of such event and resume performance as soon as reasonably practicable.
  4. Notices. If the Company must send you additional information regarding the TOU or any Sites or Services, you consent to receive this information electronically. The Company may provide required information to you by email at any address you registered with the Sites or Services or via posting on the Sites or Services. Notices provided to you via email are effective on the transmission date. You will provide The Company any written notice under this TOU by email to the email address at the top of this document
  5. Forum and Jurisdiction. This TOU is governed by the laws of the State of Washington, USA, without regard to its conflict of law provisions. You irrevocably consent to the exclusive jurisdiction of the state and federal courts located in King County, Washington, USA to resolve any dispute, claim, or controversy that arises from this TOU.
  6. Additional Rights and Obligations. This TOU shall neither obligate The Company, nor provide any rights, to any third-party whatsoever as an intended third-party beneficiary under this TOU. You and The Company are independent contractors without authority to bind each other or to make any representations on behalf of the other party, and you and The Company shall not be held to be partners or co-ventures. If any provision of this TOU is held invalid or unenforceable, such provision shall be held superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party’s failure to act with respect to a breach of this TOU does not constitute a waiver or affect that party’s rights to act subsequently. You may not assign rights or delegate any duties under this TOU without prior written notice to and consent by The Company. This TOU will bind any permitted successors and permitted assigns.
  7. Entire Agreement. The TOU (along with the Privacy Policy, The Company Community Etiquette, and any Subscriber agreement or other agreement accepted by you and an authorized representative of The Company that is incorporated by reference into the TOU) constitutes the entire agreement between you and The Company and governs your access to and use of any Sites or Services, superseding any prior agreements between you and The Company (including, but not limited to, any prior versions of the TOU). In no case shall any terms on a purchase order or other non-The Company ordering document from you apply to, in addition to, or otherwise be included in the provisions of this TOU without The Company’s prior written consent and agreement. No modification of this TOU is binding unless it is in writing and signed by you and The Company.

shall have sole and exclusive discretion to determine violations of these restrictions and then may immediately suspend your account and access to any Sites or Services for violations of these restrictions.

D. Except for your rights to access and use any Sites or Services and the

Terms of Use (TOU) Effective Date of this version: 28 September 2018. (Prior TOU version dated Day Month Year.)

Want to contact us about this TOU? All issues should be addressed to the email address at the top of this document.

  1. Overview and Important Definitions
  2. This Terms of Use (“TOU”) is a legally binding contract between the Company and you, as a user of or subscriber to the Site or its services. The most current versions of the Company Privacy Policy and Company Community Etiquette are incorporated into this TOU by this reference, and supersede and replace all prior versions of the same.
  3. The Company offers businesses and individuals access to resources for search engine optimization, online marketing, and online local business listing management, including, without limitation, link analysis tools, downloadable toolbars, application program interfaces (“APIs”), software as a service available on a subscription basis, website profile services, search analytics, blogs, user-generated/personalized content tools, industry surveys, and opinion polls (any or all are “Services”).
  4. The Company Services are available from Our web domains.
  5. TOU Acceptance and Agreement; Users and Subscribers.

(1.) By accessing or using any Sites or Services, or by clicking or checking a box indicating “I agree,” “I accept,” or any similar expression of the agreement while purchasing or obtaining access to any portion of any Sites or Services, you agree to be legally bound by this TOU. (Please print a copy of this TOU for your records.) If you do not agree to the TOU, you are not authorized to use and you must cease using any Sites or Services.

(2.) You may access portions of any Sites or Services with a free account as a user (“User”). While access to certain other portions of the Sites and selected features of the Services is free, The Company may charge fees for features and benefits associated with any Sites or Services at any time. Any User who pays to access or use parts of the Sites or Services is a “Subscriber” in this TOU. References to the terms “you” or “your” in the TOU refer to Users or Subscribers, as applicable.

(3.) If you accept this TOU on behalf of any other person(s) or organization(s), then you represent to the Company that you are legally authorized to do so, and “you” or “your” therefore also includes those other person(s) or organization(s).

  1. The Company may revise and update this TOU at any time for any reason in its sole and absolute discretion, effective immediately on posting the same to our Sites. The TOU will indicate at the beginning (top of the page) the date on which the current TOU was last revised and effective. It is your responsibility to check the then-current TOU for any changes. YOU AGREE THAT THE MOST RECENT VERSION OF THIS TOU LEGALLY BINDS YOU FOR ANY OF YOUR ACCESS OR USE OF THE SITES AND ANY SERVICES, AND YOU FURTHER AGREE THAT THE MOST RECENT TOU VERSION SUPERSEDES AND REPLACES THE PRIOR VERSION AND BINDS YOU FOR THE ENTIRETY OF ANY UNEXPIRED AND ACTIVE TERMS OF YOUR SUBSCRIPTIONS TO ANY SERVICES.
  2. If you enter into a separate written agreement with the Company, executed physically or digitally (e.g. DocuSign®) by both you and the Company, for you to access or use any Sites or Services, to the extent that the terms of any Other Company Agreement conflict with the terms of this TOU, the conflicting terms of such Other Company Agreement will override the conflicting terms of this TOU unless the Other Company Agreement states the contrary.
  3. Terms and Conditions Governing API Usage
  4. As a Service, the Company may provide application program interfaces and accompanying software code and documentation (any or all are “the Company API”) to access and use proprietary Company information and data about URLs (“Company Data”).
  5. If the Company provides you any Company API via a secret access key, subject to this TOU, then the Company grants you a worldwide, limited, non-exclusive, non-transferable license to make a reasonable number of copies of and use the Company API to access the Company Data to use other Services. If you use or publicly display any Company Data accessed with any Company API, you also will comply with any Company link and attribution guidelines on the Sites from time to time.
  6. You may not resell or redistribute any proprietary Company API that the Company licensed to you or any Company Data via your own API or offer it to any third parties.
  7. The Company reserves the right to suspend or terminate access to any Company API at any time and for any reason, with or without cause. If your access to any Company API is suspended or terminated, you have no rights associated with such Company API and you acknowledge that you will not be entitled to any refund or other compensation whatsoever.
  8. Terms and Conditions Governing Software as a Service Use and Subscriptions

Certain Services include Company proprietary software as a service accessed and used from the Sites, including but not limited to Company Services and SaaS; if you are a User of or Subscriber to any such Services, then you are also subject to the following specific terms and conditions.

  1. Terms and Conditions Governing Company Services and SaaS Subscriptions

If you purchase from any of the Sites subscriptions Company Services or SaaS to manage business listing information and/or location data using Company IRP, you are subject to the TOU and particularly the following related to your Company Services subscription(s).

(1.) Fees. You agree to immediately pay the Company for each managed location for recurring one-year terms beginning on the date of each payment (all payments are “the Company Service Fees”). The Company incurs third-party costs for each Company Subscriber immediately after the Subscriber submits data to the Company Services, so you agree that ALL PAYMENTS ARE FINAL and the Company is not obligated whatsoever for any partial or complete refunds, including for any renewal payments described in paragraph (3.) below.

(2.) Scope of Services. Subject to this TOU (including payment), the Company will distribute data to certain location data aggregators and business listing services and may offer additional reports and tools related to this data. These services are described in greater detail on the Sites.

(3.) Renewal. Each business location renews annually within 30 days of the anniversary of the previous payment for that location. If your renewal payment fails, you will no longer have any rights under this TOU related to your previously purchased Company Services business location(s), including the right to manage your site until your payments are current. Failure to renew a listing in a timely manner (prior to the date of annual renewal) will result in loss of any special or custom pricing terms associated with a business location.

(4.) Pricing Changes. The Company may change its Company Service Fees from time to time; with respect to new pricing for renewals, The Company will provide at least thirty (30) days’ notice by email and/or posting any new fee schedule on the Site for the Company Services.

(5.) Customer Management of Each Service.

(a.) Cancellation. You may cancel a Company Service only using the Company Services dashboard or by Email Request. Cancellation is immediate, irreversible and must occur prior to the expiration of the Service term to avoid related renewal fees. Cancellation removes the Service and associated data. Your cancellation of any Service will not under any circumstances entitle you to any complete or partial refunds whatsoever for such canceled service.

(b.) Changes and Updates. You may make limited changes and updates to a website during the related term. However, if you make changes to core data — such as domain name, phone number, or location address — that the Company is unable to validate using third-party services such as Google or Facebook, the Company may not be able to update your changes with location data aggregators and social media services following submission. This validation policy protects you and other customers from having business locations listing data hijacked by unauthorized agents.

(6.) Additional Company Local Subscriber Obligations and Acknowledgements. You acknowledge and agree as follows:

(a.) By purchasing Company Services, you warrant that you own the related company or are otherwise authorized to represent the company as of when you pay the related Company Service Fees.

(b.) To periodically review and confirm the accuracy of submitted business listing information.

(c.) The Company may occasionally require you to submit proof by email of authorization to represent a Company Service and failure to comply with any request may result in cancellation of your Service(s).

(d.) Your Services(s) may be transferred to another person or entity if that person or entity can sufficiently demonstrate resulting ownership (no such transfer will result in any refunds, however).

(e.) Another agent may submit information to the Company Services or a location listing provider which may override information you submitted about a business location.

(f.) The Company Services send location data to third-party location listing providers who may use this data in any way, and the Company cannot control their use once the data is sent to them.

(g.) Location data aggregators and business listing services are not obligated to accept your listing or any of the information you submit via the Company Services related to a business location.

(h.) The Company reserves complete right and discretion to change the mix of the Company Services location data aggregators and business listing services.

  1. Terms and Conditions Governing Subscriptions to All Other Company Software as a Service

These Services also include subscriptions to the Company Services and SaaS and other software as a service offering, and are subject to the TOU.

(1.) Subscription Payment. Subscribers must agree to the payment terms presented at the time you sign up for any Services. You are responsible for acting prior to renewal if you do not want to renew automatically. You may not receive notice of your renewal after subscribing, and you must visit your Subscription and Billing page to find out when your subscription renews. Subscriptions recur either monthly or annually in most cases, depending on the renewal term you choose on signup. You must ensure that the credit card information used for your account or subscription is current and accurate and that you are authorized to use that credit card. The Company may implement fraud-protection measures anytime including, without limitation, temporarily charging small amounts to validate your credit card and authorization.

(2.) Subscription Cancellation. For security, an email or phone call to the Company is not sufficient to cancel your Services subscription. You may cancel at any time by selecting the cancel button on your Subscription and Billing page. Cancellation does not entitle you to any refund whatsoever. You will continue to have access to the Sites and Services you have paid for until the end of your subscription term but will lose access if the subscription is not in good standing.

(3.) No Refunds. The Company will not provide you any refunds at any time. If you cancel your subscription, The Company is not obligated to refund fees for any portion of your subscription term. If you choose to downgrade your subscription during your subscription term, you may be entitled to a pay a lower, prorated amount as of the date of renewal, but you are not entitled to any refund at any time.

(4.) Multiple Subscriptions. Each subscription has a credit card associated with it. If a subscription is suspended for inability to process that credit card, and you subscribe to a second Company Service while that first Service is suspended (e.g. changing the credit card for the new subscription) but before the original subscription is canceled (currently 18 days, subject to change), The Company may use the valid payment credit card for the second subscription to re-initiate the suspended Service.

  1. Terms and Conditions Governing All Users of and Subscribers to Sites or Services
  2. The Services are available only to Users and Subscribers who:
  1. Are human (not bots, except for certain authorized API users) and with minimum ages of 13 years old for Users and 18 years old for Subscribers;
  2. Submit and then maintain truthful and accurate account information;
  3. Do not impersonate any other person or entity or otherwise misrepresent their identity in a profile or elsewhere on the Sites;
  4. Have a valid email address; and
  5. Do not to authorize third parties unaffiliated through an employer-employee or entity ownership relationship to use their account, profile, or messages or otherwise resell the Services to multiple unaffiliated persons or parties (e.g. “group buys” or “buyers’ clubs”).
  1. You agree that you have or will enter into agreements with your individual users who access any Sites or Services on your behalf that protect the Company, and any Company Content, Sites, or Services as much as this TOU.
  2. If the Company, through any Sites, Services, or otherwise, provides you user authentication and access tools (i.e., username, password, access keys, etc.) for secure access to any Site or Services, you agree to keep that account access information protected, secure, and confidential, and not share it with others in any way that breaches this TOU. You agree that the Company in its sole and absolute discretion may block you from any secure and restricted parts of any Sites or Services. You also agree to notify the Company immediately of any unauthorized access to or use of secure and restricted parts of any Sites or Services that you (including but not limited to any of your users) know or should reasonably know about.
  3. You agree that your rights in a subscription or use of any paid Services (including, for example, the ability to change a password associated with a Company Website account) may depend on demonstrating that you have paid for the subscription to any applicable Services or Sites.
  4. You acknowledge that if you sign up for any Services and pay via credit card, and the Company cannot charge your credit card at renewal, the Company may cancel your subscription and you may lose access to the Services and any data associated with your subscription.
  5. While some Services may be paid for via invoice pursuant to another Company Agreement, the Company may quote additional fees for invoiced accounts. If the Company has entered into an invoicing relationship with you, the following terms apply unless superseded by another Company Agreement: You agree to pay all undisputed invoices within 30 days. You agree that the Company may charge interest of 1.5% per month for past due invoices, or the highest rate permitted by law, and you are liable for reasonable attorney fees and collection costs arising from the Company efforts to collect on past due amounts. If you fail to pay an invoice, the Company reserves the right to cancel your subscription and access to any Sites or Services, and any data associated with your subscription or the Services.
  6. Taxes. The price, fees, and other amounts payable to the Company under this TOU do not include any sales, use, or other similar taxes assessed or imposed by any governmental authority. With regard to such amounts, you will pay or reimburse the Company for all such charges as invoiced or provide certificates or other evidence of exemption.
  7. You acknowledge that portions of the Sites and Services are publicly available or available to other Users and may be accessible by syndication programs (including data feed tools), search engines, metasearch tools, crawlers, meta-crawlers, and other similar programs.
  8. The Company reserves the right to monitor your communications to the extent they are facilitated by any Sites or Services, and may disclose content and information about you, including content contained within your communications, if the Company deems it reasonably necessary to: (1.) conform to legal requirements or respond to legal process; (2.) ensure your compliance with this TOU, the Company Privacy Policy, and/or the Company Community Etiquette; or (3.) protect the rights, property, personal safety, or interests of the Company, its employees, customers, or the public.
  9. User Obligations Regarding User-Generated Content

You assume the following obligations with respect to any information, profiles, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials that you upload, publish, or display on or through any Sites or Services, whether publicly posted or privately transmitted (“User-Generated Content”):

  • You assume legal responsibility for all your User-Generated Content.
  • You agree that no proprietary rights including but not limited to copyright, trademark, trade secret, publicity or privacy rights, or any other intellectual property rights are being violated by your posting, transmission or sharing of any User-Generated Content via any Sites or Services.
  • You agree not to post, transmit, or share User-Generated Content on any Sites or Services that you:
    • Lack of authority or permission to post, transmit, or share, or
    • That violates in any way the rights of other persons or solicits, encourages, or promotes illegal activities, including but not limited to activities that threaten, abuse in any way, harass, defame, libel, disparage, invade the privacy or publicity rights of other persons or that are vulgar, obscene, bigoted or hateful, profane, scandalous, obscene.
  1. No Company Responsibility for User-Generated Content

The Company assumes no obligations to screen and does not routinely pre-screen any User-Generated Content that you upload, publish, or display on or through any Sites or Services. The Company does not guarantee the accuracy, integrity, appropriateness, quality, or validity of any User-Generated Content. User Generated Content does not necessarily represent the views or opinions of the Company and under no circumstances whatsoever will the Company be liable for any User-Generated Content, including without limitation liability related to any loss or damage of any kind incurred from using any User-Generated Content uploaded, published, or displayed on or through any Sites or Services. Only you are solely responsible (at your own expense) for creating backup copies and replacing any of your User-Generated Content. While you agree that the Company is not obligated to, the Company may remove any User-Generated Content at any time at its sole discretion, including User-Generated Content that in the Company’s sole judgment violates this TOU or is offensive, illegal, or violates the rights of any person or entity, or harms or threatens the safety of any person or entity. The Company assumes no obligation to maintain or store any User-Generated Content. The Company may delete, modify, or restrict the display of User-Generated Content at any time for any reason, including but not limited to a change in Subscriber account level, Services cancellation, violation of the TOU, or violation of the the Company Community Etiquette; once deleted, User-Generated Content may not be retrieved.

  1. Company Permitted Use of User-Generated Content and User Data
  2. The Company does not claim ownership of User-Generated Content. Subject to the rights granted to the Company in this TOU, you retain full ownership of all of the User-Generated Content to the extent you would otherwise have intellectual property or other proprietary rights associated with it.
  3. You authorize the Company to use and copy any User-Generated Content that you upload, publish, or display on or through any Sites or Services as the Company deems necessary to facilitate the posting and storage of such User-Generated Content.
  4. You further authorize the Company to anonymize and aggregate User-Generated Content and any other data you share with the Company (“User Data”), including data associated with your Google Analytics and social media profiles, and by way of example and not limitation, to provide current or future services and for benchmarking, research and development, data products, or other marketing purposes. By uploading, publishing, or displaying User Data on or through any Sites or Services (including authorization to access any third-party account or profile), you grant the Company, its affiliates, and partners an irrevocable, perpetual, worldwide, royalty-free, non-exclusive license (with the right to sublicense) to use anonymized and aggregated User-Generated Content and User Data, in all present and future media, and in any manner relating to the Company’s business including to provide any Sites or Services.
  5. For any User-Generated Content that you upload, publish, or display on or through any community portions of the Sites (“Interactive Content”), including without limitation your User Profile, your website, the Company Blog, and the Q&A service, and any future Company Sites or Services that are designed to be viewed by the public or other Subscribers, you grant to the Company, its affiliates, and partners an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, transferable license (with the right to sublicense) to use, reproduce, translate, alter, publicly perform, publicly display, modify, adapt, publish, excerpt (in whole or in part), and distribute such Interactive Content, in whole or in part, in all present and future media and in any manner relating to the Company business (including, without limitation, on the sites of our affiliates, partners, and others with whom the Company may have business relationships relating to any Sites or Services). You further agree that the Company is free to use any ideas, know-how, concepts, techniques, or other materials implied by Interactive Content. You acknowledge that the Company may retain archived copies of such Interactive Content. Subject to the preceding, you may remove Interactive Content from the Sites at any time.
  6. Except for the rights to access and use the Services expressly granted to you by this TOU, the Company retains all right, title, and interest in and to any Sites or Services, including all related intellectual property rights. Any Sites or Services are protected by applicable intellectual property laws in the US and internationally. No grant or transfer of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, upon termination or expiration of this TOU as applicable to you, all rights and licenses granted to you under this TOU shall terminate.
  7. Services Limitations; Availability

The Company may limit the use of any Sites or Services at its discretion, including the frequency with which you may access any Sites or Services or your ability to post User-Generated Content. The Company reserves the right to modify, update, interrupt, suspend or discontinue, temporarily or permanently, all or a part of any Sites or Services without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any Sites or Services. You are also responsible for providing all the equipment you use to access any Sites or Services.

  1. User Feedback and Beta Services
  2. “Feedback” means any ideas, suggestions, or comments that you provide to the Company related to any Sites, Services, or any other Company technologies, products, service, or business activities (in beta, pre-release, or released versions). You agree that you have no expectation of, and the Company has no obligations for, confidentiality or privacy in any Feedback. You grant the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish, or perform any Feedback and to make, have made, sell, offer to sell, and import any products, services, or materials existing now or in the future that include or incorporate any of your Feedback, including but not limited to any Sites or Services.
  3. From time to time, the Company may add new features to the Services that may be described as “beta” services or features (collectively, “Beta Features”). Beta Features will be considered part of the Sites or Services and all provisions of this TOU relating to any Sites or Services will apply to the Beta Features as well. Users acknowledge that Beta Features may be untested, non-functional, and/or partially functional features of the Sites or Services. If you use a Beta Feature, you do so at your own risk. Notwithstanding anything else in this TOU to the contrary, Beta Features are provided “AS IS” and the Company disclaims any warranties associated with any Beta Feature. You assume and bear any risk that Beta Features may harm or interrupt operation of your software or hardware.
  4. Services Credits

The Company occasionally and in its sole discretion may offer Subscribers opportunities to earn credits toward future Services (“Service Credits”), including, for example, Service Credits for new Subscriber referrals. Service Credits may be revoked at any time and for any reason at the Company discretion, and are never redeemable for cash, exchanged, sold, or rolled into a separate account. Reasons why the Company might exercise discretion and revoke and void Service Credits include but are not limited to a referred account that is not an actual person or company, is otherwise not in good standing, or was fraudulently obtained. The Company in its sole discretion may also undertake other actions (such as terminating your subscription or banning you from any future referral program) for such behavior. Unused credits may expire at the discretion of the Company.

  1. Trademarks; Copyrights; Proprietary Rights; and Use Restrictions
  2. As between you and the Company, other than User-Generated Content, the Company owns all right, title, and interest in any Sites or Services, including without limitation the visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of any Sites or Services (“Company Content”).
  3. The Company owns the copyrights, trademarks, service marks, trade names, and other intellectual property and proprietary rights throughout the world associated with the Company Content, the Sites, and the Services.

Moreover, anything on the Sites that identifies or distinguishes the Company from any other goods and services are registered or unregistered trademarks of the Company (the “Company Trademarks”).

Except as otherwise permitted by law, you agree not to display or use in any manner the the Company Trademarks without Company prior written consent.

  1. Subject to any of your rights under applicable law (e.g. as a licensee of software under applicable legislation deriving from EU Directive 2009/24/EC, if applicable), you shall not, nor shall you assist anyone else to: (1.) modify, distribute, adapt, decompile, disassemble, reverse-assemble, reverse-engineer, or prepare derivative works from any computer code or any other materials relating to Company Content or other Company technology; (2.) use, evaluate, or view Company Content for the purpose of designing, modifying, or otherwise creating any software program, or any portion thereof, that performs functions similar to the functions performed by any Services, or to compete with the Company; (3.) knowingly access or use Company Content in a manner that abuses or disrupts the Company networks, security systems, user accounts, or any Sites or Services or those of any third party, or attempt to gain unauthorized access to any of the above through unauthorized means; (4.) market, offer to sell, and/or resell any Services unless authorized in another Company Agreement or other written agreement executed on behalf of Company by its authorized representative; (5.) use Company Content in violation of this TOU or Other Company Agreement, or any Company policies, applicable laws, ordinances, or regulations; (6.) use any Sites or Services to send unsolicited or unauthorized advertising, junk mail, or spam; (7.) harvest, collect, or gather information or data regarding other Company users without their consent; (8.) transmit through or upload on any Sites or Services any material that may infringe the intellectual property or other proprietary rights of third parties, including any trademark, copyright, data privacy, or right of publicity; (9.) transmit or post on any Sites or Services any material that contains software viruses or other malicious or harmful computer code, files, or programs; (10.) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of The Company Content; (11.) circumvent or disable any usage rules or other security features for or used by any Sites or Services; or (12.) disclose, reproduce, summarize, distribute, or use any Sites or Services except as necessary to exercise the rights granted to you in this TOU. The Company shall have sole and exclusive discretion to determine violations of these restrictions and then may immediately suspend your account and access to any Sites or Services for violations of these restrictions.
  2. Except for your rights to access and use any Sites or Services and the The Company Content expressly granted by this TOU, The Company retains all right, title, and interest in and to The Company Content and any Sites or Services, including all related intellectual property rights. The Company Content and any Sites or Services are protected by applicable intellectual property laws in the US and internationally. No grant or transfer of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, on termination or expiration of this TOU, all rights and licenses granted to you under this TOU shall terminate.
  3. Copyright Infringement

If you believe that your work has been used related to this TOU in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify The Company at the email at the top of this document.

You must provide all of the following in writing: identify the copyrighted work that you claim has been infringed (or if multiple copyrighted works, then a representative list of such works); identify the content on the Services that you claim is infringing with enough detail so that The Company may locate it; your statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; your statement declaring that the notification is accurate, and, under penalty of perjury, that you are the exclusive owner of the copyright interest involved or that you are authorized to act on behalf of the exclusive owner; information reasonably sufficient to permit The Company to contact you, i.e. address, telephone number, and email address; and your physical or electronic signature.

On receiving your above notice, The Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the disputed use from the Sites or Services or termination of the posting account.

  1. User Indemnification of the Company for Certain Actions

You agree to indemnify and hold the Company and its affiliates, officers, agents, subsidiaries, partners, and employees harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party arising from (1.) User-Generated Content or User Data you post, transmit, or make available through any Sites or Services; (2.) your unauthorized use of any Sites or Services; (3.) your connection to the Services, including your use of the Services, to provide a link to upload content or other information to other websites; or (4.) your violation of the TOU (including the Privacy Policy or The Company Community Etiquette); or (5.) your violation of any third party’s rights, including but not limited to any intellectual property rights.

  1. Warranties and Limitations

Each party warrants and represents that it shall comply with all applicable laws and regulations in performing its obligations under this TOU. EXCEPT FOR ANY EXPRESS WARRANTY IN THIS TOU, THE COMPANY AND ITS THIRD-PARTY SUPPLIERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES REGARDING ANY THE COMPANY CONTENT, SITES, OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND QUALITY. THE COMPANY AND ITS THIRD-PARTY SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY, OR COMPLETENESS OF ANY SITES OR SERVICES OR THE RESULTS YOU MAY OBTAIN FROM THEIR USE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY AND ITS THIRD-PARTY SUPPLIERS DO NOT REPRESENT OR WARRANT THAT (1.) THE OPERATION OR USE OF ANY SITES OR SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR (2.) THE QUALITY OF ANY SITES OR SERVICES WILL MEET YOUR OR ANY OTHER REQUIREMENTS. YOU ACKNOWLEDGE THAT NEITHER THE COMPANY NOR ITS THIRD-PARTY SUPPLIERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT ANY SITES OR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES, AND THEREFORE NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY SUPPLIERS ARE RESPONSIBLE FOR ANY DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY THE COMPANY, ANY SITES OR SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” Users or Subscribers may have additional rights as a consumer under local law that this TOU cannot change.

  1. THIRD-PARTY SOFTWARE; LIABILITY LIMITATION; EXCLUSIVE REMEDIES FOR USERS AND SUBSCRIBERS
  2. Third-Party Software. You are solely and entirely responsible for any third-party software that you obtain and use in connection with any Sites or Services. The Company exercises no control over such third-party software and is not responsible for its performance. Your purchase or use of such software shall be governed by the terms and conditions of such third parties, and you may, therefore, be asked to accept terms and conditions at the time of purchase and/or access. The Company is not responsible or liable, directly or indirectly, for any damage or loss caused to you by use of or reliance on any third-party software. You are responsible for all fees charged to you by third parties, or such software or other services you require related to accessing or using any Sites or Services. You are responsible for obtaining all licenses for third-party software for your use with any Sites or Services. If the Company believes that you lack necessary rights to use any third-party software that you depend on or use with any Sites or Services, The Company may suspend or terminate your access to such Sites or Services.
  3. EXCLUSIONS OF CERTAIN DAMAGES AND LIMITATIONS OF LIABILITY. You agree that these exclusions of damages and limitations of liability are a fundamental element of the parties’ agreements in this TOU.

(1.) Under no circumstances will The Company or any of its third-party suppliers or any of their respective affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Sites or transmitted to or by you or any other Users or Subscribers.

(2.) TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER The Company NOR ANY OF ITS THIRD-PARTY SUPPLIERS SHALL BE LIABLE TO YOU OR ANYONE ELSE, INCLUDING BUT NOT LIMITED TO ANY ORGANIZATIONS, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES RESULTING FROM ANY ACCESS TO OR USE OF ANY SITES OR SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF The Company OR ANY OF ITS THIRD-PARTY SUPPLIERS WERE ADVISED THAT SUCH DAMAGES WERE POSSIBLE. The disclaimer in the preceding sentence includes any damages arising from your inability to access or use any Sites or Services (including due to modification, suspension, blocking, discontinuance, cancellation, or termination of any Services or any part thereof). Without limiting the foregoing, you specifically acknowledge and agree that neither The Company nor any of its third-party suppliers is liable for the defamatory, offensive, infringing, breaching, the fraudulent, or illegal conduct of other users, subscribers, or third parties and that any risk from the foregoing are assumed entirely by you. These limitations apply to any matter related to any Sites, Services, or their content; third-party Internet sites, programs, or conduct; viruses or other disabling features; incompatibility between any Sites or Services and other services, software, or hardware; and any delay or failure in initiating, conducting, or completing any transmission or transaction connected with any Sites or Services in an accurate or timely manner.

(3.) Limitation of Liability. Any liability of The Company or any of The Company’s third-party suppliers of any kind arising out of or related to this TOU (including but not limited to warranty claims) or any of your use of the Sites or Services, regardless of the forum and whether any action or claim is based on breach of contract, breach of warranty, tort (including negligence), or any other legal theory, shall not exceed the greater of (a.) the total amount paid by you to The Company to access or use any Sites or Services giving rise to such liability during the six (6) months immediately preceding the date the liability arose or (b.) twenty United States dollars (USD$20.00).

(4.) This Section 15.B. applies even if this remedy does not fully compensate you for any losses or fails its essential purpose; or even if The Company or any of its third-party suppliers knew or should have known about the possibility of the losses, liability, or damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or limitation of liability for certain claims or causes of action, so the above limitations or exclusions may not apply to you in these jurisdictions.

  1. Special Admonitions for International Use
  2. Your Internet use may be global; thus, you agree to comply with all local rules and laws regarding your access and use of any Sites or Services through the Internet, and without limitation, you will comply with all applicable laws regarding obscene and indecent content and transmitting technical data exported from the United States or the country in which you reside.
  3. With respect to any personal data (as defined under the General Data Protection Regulation[GDPR] [EU] 2016/679 and any other applicable data protection legislation) (“Personal Data”) which The Company processes on your behalf, The Company Pro does not process any Personal Data as a part of its core function and The Company Local would only process Personal Data in the unlikely event that the business listing and location information managed by The Company Local were to include the Personal Data of data subject. Thus, The Company is more typically the Data Controller and is not a Data Processor to Personal Data in which you are a Data Controller. However, in the unlikely event that you believe The Company is a Data Processor to you as a Data Controller, please contact The Company at the email address at the top of this document, and The Company can consider if it is necessary under applicable law for you to appoint The Company as a Data Processor pursuant to an appropriate Data Processor agreement/addendum.
  4. Termination

Upon termination of Services, any payment liabilities owed to The Company and accrued prior to the effective date of the termination will survive. In addition to any obligations or restrictions in the TOU that by their nature should reasonably survive termination of this TOU, the following sections shall also survive termination of this TOU: 1.A., 1.D.(1.), 1.D.(3.), 1.F., 2.C., 3.A.(1.), 3.A.(6.)(a.), 3.B.(1.), 3.B.(3.), 4.C., 4.F., 4.G., 4.J., 5., 6., 7.C. to 7.E., 8., 9., and 11. to 18. You are solely responsible for removing your information and material from any Sites or Services prior to any termination. The Company is not obligated to retain your information, material, or data following termination.

  1. Miscellaneous Clauses
  2. Changes to Services. The Company may change any Sites or Services from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of such Sites or Services. Your access to and use of any Sites or Services depends on you complying with any applicable laws or this TOU.
  3. Force Majeure. Neither you nor The Company will be liable to the other for any delay or failure to perform any obligation under this TOU if the delay or failure is due to circumstances beyond such party’s reasonable control. The affected party will notify the other party of such event and resume performance as soon as reasonably practicable.
  4. Notices. If the Company must send you additional information regarding the TOU or any Sites or Services, you consent to receive this information electronically. The Company may provide required information to you by email at any address you registered with the Sites or Services or via posting on the Sites or Services. Notices provided to you via email are effective on the transmission date. You will provide The Company any written notice under this TOU by email to the email address at the top of this document
  5. Forum and Jurisdiction. This TOU is governed by the laws of the State of Washington, USA, without regard to its conflict of law provisions. You irrevocably consent to the exclusive jurisdiction of the state and federal courts located in King County, Washington, USA to resolve any dispute, claim, or controversy that arises from this TOU.
  6. Additional Rights and Obligations. This TOU shall neither obligate The Company, nor provide any rights, to any third-party whatsoever as an intended third-party beneficiary under this TOU. You and The Company are independent contractors without authority to bind each other or to make any representations on behalf of the other party, and you and The Company shall not be held to be partners or co-ventures. If any provision of this TOU is held invalid or unenforceable, such provision shall be held superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party’s failure to act with respect to a breach of this TOU does not constitute a waiver or affect that party’s rights to act subsequently. You may not assign rights or delegate any duties under this TOU without prior written notice to and consent by The Company. This TOU will bind any permitted successors and permitted assigns.
  7. Entire Agreement. The TOU (along with the Privacy Policy, The Company Community Etiquette, and any Subscriber agreement or other agreement accepted by you and an authorized representative of The Company that is incorporated by reference into the TOU) constitutes the entire agreement between you and The Company and governs your access to and use of any Sites or Services, superseding any prior agreements between you and The Company (including, but not limited to, any prior versions of the TOU). In no case shall any terms on a purchase order or other non-The Company ordering document from you apply to, in addition to, or otherwise be included in the provisions of this TOU without The Company’s prior written consent and agreement. No modification of this TOU is binding unless it is in writing and signed by you and The Company.

Content expressly granted by this TOU,

Terms of Use (TOU) Effective Date of this version: 28 September 2018. (Prior TOU version dated Day Month Year.)

Want to contact us about this TOU? All issues should be addressed to the email address at the top of this document.

  1. Overview and Important Definitions
  2. This Terms of Use (“TOU”) is a legally binding contract between the Company and you, as a user of or subscriber to the Site or its services. The most current versions of the Company Privacy Policy and Company Community Etiquette are incorporated into this TOU by this reference, and supersede and replace all prior versions of the same.
  3. The Company offers businesses and individuals access to resources for search engine optimization, online marketing, and online local business listing management, including, without limitation, link analysis tools, downloadable toolbars, application program interfaces (“APIs”), software as a service available on a subscription basis, website profile services, search analytics, blogs, user-generated/personalized content tools, industry surveys, and opinion polls (any or all are “Services”).
  4. The Company Services are available from Our web domains.
  5. TOU Acceptance and Agreement; Users and Subscribers.

(1.) By accessing or using any Sites or Services, or by clicking or checking a box indicating “I agree,” “I accept,” or any similar expression of the agreement while purchasing or obtaining access to any portion of any Sites or Services, you agree to be legally bound by this TOU. (Please print a copy of this TOU for your records.) If you do not agree to the TOU, you are not authorized to use and you must cease using any Sites or Services.

(2.) You may access portions of any Sites or Services with a free account as a user (“User”). While access to certain other portions of the Sites and selected features of the Services is free, The Company may charge fees for features and benefits associated with any Sites or Services at any time. Any User who pays to access or use parts of the Sites or Services is a “Subscriber” in this TOU. References to the terms “you” or “your” in the TOU refer to Users or Subscribers, as applicable.

(3.) If you accept this TOU on behalf of any other person(s) or organization(s), then you represent to the Company that you are legally authorized to do so, and “you” or “your” therefore also includes those other person(s) or organization(s).

  1. The Company may revise and update this TOU at any time for any reason in its sole and absolute discretion, effective immediately on posting the same to our Sites. The TOU will indicate at the beginning (top of the page) the date on which the current TOU was last revised and effective. It is your responsibility to check the then-current TOU for any changes. YOU AGREE THAT THE MOST RECENT VERSION OF THIS TOU LEGALLY BINDS YOU FOR ANY OF YOUR ACCESS OR USE OF THE SITES AND ANY SERVICES, AND YOU FURTHER AGREE THAT THE MOST RECENT TOU VERSION SUPERSEDES AND REPLACES THE PRIOR VERSION AND BINDS YOU FOR THE ENTIRETY OF ANY UNEXPIRED AND ACTIVE TERMS OF YOUR SUBSCRIPTIONS TO ANY SERVICES.
  2. If you enter into a separate written agreement with the Company, executed physically or digitally (e.g. DocuSign®) by both you and the Company, for you to access or use any Sites or Services, to the extent that the terms of any Other Company Agreement conflict with the terms of this TOU, the conflicting terms of such Other Company Agreement will override the conflicting terms of this TOU unless the Other Company Agreement states the contrary.
  3. Terms and Conditions Governing API Usage
  4. As a Service, the Company may provide application program interfaces and accompanying software code and documentation (any or all are “the Company API”) to access and use proprietary Company information and data about URLs (“Company Data”).
  5. If the Company provides you any Company API via a secret access key, subject to this TOU, then the Company grants you a worldwide, limited, non-exclusive, non-transferable license to make a reasonable number of copies of and use the Company API to access the Company Data to use other Services. If you use or publicly display any Company Data accessed with any Company API, you also will comply with any Company link and attribution guidelines on the Sites from time to time.
  6. You may not resell or redistribute any proprietary Company API that the Company licensed to you or any Company Data via your own API or offer it to any third parties.
  7. The Company reserves the right to suspend or terminate access to any Company API at any time and for any reason, with or without cause. If your access to any Company API is suspended or terminated, you have no rights associated with such Company API and you acknowledge that you will not be entitled to any refund or other compensation whatsoever.
  8. Terms and Conditions Governing Software as a Service Use and Subscriptions

Certain Services include Company proprietary software as a service accessed and used from the Sites, including but not limited to Company Services and SaaS; if you are a User of or Subscriber to any such Services, then you are also subject to the following specific terms and conditions.

  1. Terms and Conditions Governing Company Services and SaaS Subscriptions

If you purchase from any of the Sites subscriptions Company Services or SaaS to manage business listing information and/or location data using Company IRP, you are subject to the TOU and particularly the following related to your Company Services subscription(s).

(1.) Fees. You agree to immediately pay the Company for each managed location for recurring one-year terms beginning on the date of each payment (all payments are “the Company Service Fees”). The Company incurs third-party costs for each Company Subscriber immediately after the Subscriber submits data to the Company Services, so you agree that ALL PAYMENTS ARE FINAL and the Company is not obligated whatsoever for any partial or complete refunds, including for any renewal payments described in paragraph (3.) below.

(2.) Scope of Services. Subject to this TOU (including payment), the Company will distribute data to certain location data aggregators and business listing services and may offer additional reports and tools related to this data. These services are described in greater detail on the Sites.

(3.) Renewal. Each business location renews annually within 30 days of the anniversary of the previous payment for that location. If your renewal payment fails, you will no longer have any rights under this TOU related to your previously purchased Company Services business location(s), including the right to manage your site until your payments are current. Failure to renew a listing in a timely manner (prior to the date of annual renewal) will result in loss of any special or custom pricing terms associated with a business location.

(4.) Pricing Changes. The Company may change its Company Service Fees from time to time; with respect to new pricing for renewals, The Company will provide at least thirty (30) days’ notice by email and/or posting any new fee schedule on the Site for the Company Services.

(5.) Customer Management of Each Service.

(a.) Cancellation. You may cancel a Company Service only using the Company Services dashboard or by Email Request. Cancellation is immediate, irreversible and must occur prior to the expiration of the Service term to avoid related renewal fees. Cancellation removes the Service and associated data. Your cancellation of any Service will not under any circumstances entitle you to any complete or partial refunds whatsoever for such canceled service.

(b.) Changes and Updates. You may make limited changes and updates to a website during the related term. However, if you make changes to core data — such as domain name, phone number, or location address — that the Company is unable to validate using third-party services such as Google or Facebook, the Company may not be able to update your changes with location data aggregators and social media services following submission. This validation policy protects you and other customers from having business locations listing data hijacked by unauthorized agents.

(6.) Additional Company Local Subscriber Obligations and Acknowledgements. You acknowledge and agree as follows:

(a.) By purchasing Company Services, you warrant that you own the related company or are otherwise authorized to represent the company as of when you pay the related Company Service Fees.

(b.) To periodically review and confirm the accuracy of submitted business listing information.

(c.) The Company may occasionally require you to submit proof by email of authorization to represent a Company Service and failure to comply with any request may result in cancellation of your Service(s).

(d.) Your Services(s) may be transferred to another person or entity if that person or entity can sufficiently demonstrate resulting ownership (no such transfer will result in any refunds, however).

(e.) Another agent may submit information to the Company Services or a location listing provider which may override information you submitted about a business location.

(f.) The Company Services send location data to third-party location listing providers who may use this data in any way, and the Company cannot control their use once the data is sent to them.

(g.) Location data aggregators and business listing services are not obligated to accept your listing or any of the information you submit via the Company Services related to a business location.

(h.) The Company reserves complete right and discretion to change the mix of the Company Services location data aggregators and business listing services.

  1. Terms and Conditions Governing Subscriptions to All Other Company Software as a Service

These Services also include subscriptions to the Company Services and SaaS and other software as a service offering, and are subject to the TOU.

(1.) Subscription Payment. Subscribers must agree to the payment terms presented at the time you sign up for any Services. You are responsible for acting prior to renewal if you do not want to renew automatically. You may not receive notice of your renewal after subscribing, and you must visit your Subscription and Billing page to find out when your subscription renews. Subscriptions recur either monthly or annually in most cases, depending on the renewal term you choose on signup. You must ensure that the credit card information used for your account or subscription is current and accurate and that you are authorized to use that credit card. The Company may implement fraud-protection measures anytime including, without limitation, temporarily charging small amounts to validate your credit card and authorization.

(2.) Subscription Cancellation. For security, an email or phone call to the Company is not sufficient to cancel your Services subscription. You may cancel at any time by selecting the cancel button on your Subscription and Billing page. Cancellation does not entitle you to any refund whatsoever. You will continue to have access to the Sites and Services you have paid for until the end of your subscription term but will lose access if the subscription is not in good standing.

(3.) No Refunds. The Company will not provide you any refunds at any time. If you cancel your subscription, The Company is not obligated to refund fees for any portion of your subscription term. If you choose to downgrade your subscription during your subscription term, you may be entitled to a pay a lower, prorated amount as of the date of renewal, but you are not entitled to any refund at any time.

(4.) Multiple Subscriptions. Each subscription has a credit card associated with it. If a subscription is suspended for inability to process that credit card, and you subscribe to a second Company Service while that first Service is suspended (e.g. changing the credit card for the new subscription) but before the original subscription is canceled (currently 18 days, subject to change), The Company may use the valid payment credit card for the second subscription to re-initiate the suspended Service.

  1. Terms and Conditions Governing All Users of and Subscribers to Sites or Services
  2. The Services are available only to Users and Subscribers who:
  1. Are human (not bots, except for certain authorized API users) and with minimum ages of 13 years old for Users and 18 years old for Subscribers;
  2. Submit and then maintain truthful and accurate account information;
  3. Do not impersonate any other person or entity or otherwise misrepresent their identity in a profile or elsewhere on the Sites;
  4. Have a valid email address; and
  5. Do not to authorize third parties unaffiliated through an employer-employee or entity ownership relationship to use their account, profile, or messages or otherwise resell the Services to multiple unaffiliated persons or parties (e.g. “group buys” or “buyers’ clubs”).
  1. You agree that you have or will enter into agreements with your individual users who access any Sites or Services on your behalf that protect the Company, and any Company Content, Sites, or Services as much as this TOU.
  2. If the Company, through any Sites, Services, or otherwise, provides you user authentication and access tools (i.e., username, password, access keys, etc.) for secure access to any Site or Services, you agree to keep that account access information protected, secure, and confidential, and not share it with others in any way that breaches this TOU. You agree that the Company in its sole and absolute discretion may block you from any secure and restricted parts of any Sites or Services. You also agree to notify the Company immediately of any unauthorized access to or use of secure and restricted parts of any Sites or Services that you (including but not limited to any of your users) know or should reasonably know about.
  3. You agree that your rights in a subscription or use of any paid Services (including, for example, the ability to change a password associated with a Company Website account) may depend on demonstrating that you have paid for the subscription to any applicable Services or Sites.
  4. You acknowledge that if you sign up for any Services and pay via credit card, and the Company cannot charge your credit card at renewal, the Company may cancel your subscription and you may lose access to the Services and any data associated with your subscription.
  5. While some Services may be paid for via invoice pursuant to another Company Agreement, the Company may quote additional fees for invoiced accounts. If the Company has entered into an invoicing relationship with you, the following terms apply unless superseded by another Company Agreement: You agree to pay all undisputed invoices within 30 days. You agree that the Company may charge interest of 1.5% per month for past due invoices, or the highest rate permitted by law, and you are liable for reasonable attorney fees and collection costs arising from the Company efforts to collect on past due amounts. If you fail to pay an invoice, the Company reserves the right to cancel your subscription and access to any Sites or Services, and any data associated with your subscription or the Services.
  6. Taxes. The price, fees, and other amounts payable to the Company under this TOU do not include any sales, use, or other similar taxes assessed or imposed by any governmental authority. With regard to such amounts, you will pay or reimburse the Company for all such charges as invoiced or provide certificates or other evidence of exemption.
  7. You acknowledge that portions of the Sites and Services are publicly available or available to other Users and may be accessible by syndication programs (including data feed tools), search engines, metasearch tools, crawlers, meta-crawlers, and other similar programs.
  8. The Company reserves the right to monitor your communications to the extent they are facilitated by any Sites or Services, and may disclose content and information about you, including content contained within your communications, if the Company deems it reasonably necessary to: (1.) conform to legal requirements or respond to legal process; (2.) ensure your compliance with this TOU, the Company Privacy Policy, and/or the Company Community Etiquette; or (3.) protect the rights, property, personal safety, or interests of the Company, its employees, customers, or the public.
  9. User Obligations Regarding User-Generated Content

You assume the following obligations with respect to any information, profiles, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials that you upload, publish, or display on or through any Sites or Services, whether publicly posted or privately transmitted (“User-Generated Content”):

  • You assume legal responsibility for all your User-Generated Content.
  • You agree that no proprietary rights including but not limited to copyright, trademark, trade secret, publicity or privacy rights, or any other intellectual property rights are being violated by your posting, transmission or sharing of any User-Generated Content via any Sites or Services.
  • You agree not to post, transmit, or share User-Generated Content on any Sites or Services that you:
    • Lack of authority or permission to post, transmit, or share, or
    • That violates in any way the rights of other persons or solicits, encourages, or promotes illegal activities, including but not limited to activities that threaten, abuse in any way, harass, defame, libel, disparage, invade the privacy or publicity rights of other persons or that are vulgar, obscene, bigoted or hateful, profane, scandalous, obscene.
  1. No Company Responsibility for User-Generated Content

The Company assumes no obligations to screen and does not routinely pre-screen any User-Generated Content that you upload, publish, or display on or through any Sites or Services. The Company does not guarantee the accuracy, integrity, appropriateness, quality, or validity of any User-Generated Content. User Generated Content does not necessarily represent the views or opinions of the Company and under no circumstances whatsoever will the Company be liable for any User-Generated Content, including without limitation liability related to any loss or damage of any kind incurred from using any User-Generated Content uploaded, published, or displayed on or through any Sites or Services. Only you are solely responsible (at your own expense) for creating backup copies and replacing any of your User-Generated Content. While you agree that the Company is not obligated to, the Company may remove any User-Generated Content at any time at its sole discretion, including User-Generated Content that in the Company’s sole judgment violates this TOU or is offensive, illegal, or violates the rights of any person or entity, or harms or threatens the safety of any person or entity. The Company assumes no obligation to maintain or store any User-Generated Content. The Company may delete, modify, or restrict the display of User-Generated Content at any time for any reason, including but not limited to a change in Subscriber account level, Services cancellation, violation of the TOU, or violation of the the Company Community Etiquette; once deleted, User-Generated Content may not be retrieved.

  1. Company Permitted Use of User-Generated Content and User Data
  2. The Company does not claim ownership of User-Generated Content. Subject to the rights granted to the Company in this TOU, you retain full ownership of all of the User-Generated Content to the extent you would otherwise have intellectual property or other proprietary rights associated with it.
  3. You authorize the Company to use and copy any User-Generated Content that you upload, publish, or display on or through any Sites or Services as the Company deems necessary to facilitate the posting and storage of such User-Generated Content.
  4. You further authorize the Company to anonymize and aggregate User-Generated Content and any other data you share with the Company (“User Data”), including data associated with your Google Analytics and social media profiles, and by way of example and not limitation, to provide current or future services and for benchmarking, research and development, data products, or other marketing purposes. By uploading, publishing, or displaying User Data on or through any Sites or Services (including authorization to access any third-party account or profile), you grant the Company, its affiliates, and partners an irrevocable, perpetual, worldwide, royalty-free, non-exclusive license (with the right to sublicense) to use anonymized and aggregated User-Generated Content and User Data, in all present and future media, and in any manner relating to the Company’s business including to provide any Sites or Services.
  5. For any User-Generated Content that you upload, publish, or display on or through any community portions of the Sites (“Interactive Content”), including without limitation your User Profile, your website, the Company Blog, and the Q&A service, and any future Company Sites or Services that are designed to be viewed by the public or other Subscribers, you grant to the Company, its affiliates, and partners an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, transferable license (with the right to sublicense) to use, reproduce, translate, alter, publicly perform, publicly display, modify, adapt, publish, excerpt (in whole or in part), and distribute such Interactive Content, in whole or in part, in all present and future media and in any manner relating to the Company business (including, without limitation, on the sites of our affiliates, partners, and others with whom the Company may have business relationships relating to any Sites or Services). You further agree that the Company is free to use any ideas, know-how, concepts, techniques, or other materials implied by Interactive Content. You acknowledge that the Company may retain archived copies of such Interactive Content. Subject to the preceding, you may remove Interactive Content from the Sites at any time.
  6. Except for the rights to access and use the Services expressly granted to you by this TOU, the Company retains all right, title, and interest in and to any Sites or Services, including all related intellectual property rights. Any Sites or Services are protected by applicable intellectual property laws in the US and internationally. No grant or transfer of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, upon termination or expiration of this TOU as applicable to you, all rights and licenses granted to you under this TOU shall terminate.
  7. Services Limitations; Availability

The Company may limit the use of any Sites or Services at its discretion, including the frequency with which you may access any Sites or Services or your ability to post User-Generated Content. The Company reserves the right to modify, update, interrupt, suspend or discontinue, temporarily or permanently, all or a part of any Sites or Services without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any Sites or Services. You are also responsible for providing all the equipment you use to access any Sites or Services.

  1. User Feedback and Beta Services
  2. “Feedback” means any ideas, suggestions, or comments that you provide to the Company related to any Sites, Services, or any other Company technologies, products, service, or business activities (in beta, pre-release, or released versions). You agree that you have no expectation of, and the Company has no obligations for, confidentiality or privacy in any Feedback. You grant the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish, or perform any Feedback and to make, have made, sell, offer to sell, and import any products, services, or materials existing now or in the future that include or incorporate any of your Feedback, including but not limited to any Sites or Services.
  3. From time to time, the Company may add new features to the Services that may be described as “beta” services or features (collectively, “Beta Features”). Beta Features will be considered part of the Sites or Services and all provisions of this TOU relating to any Sites or Services will apply to the Beta Features as well. Users acknowledge that Beta Features may be untested, non-functional, and/or partially functional features of the Sites or Services. If you use a Beta Feature, you do so at your own risk. Notwithstanding anything else in this TOU to the contrary, Beta Features are provided “AS IS” and the Company disclaims any warranties associated with any Beta Feature. You assume and bear any risk that Beta Features may harm or interrupt operation of your software or hardware.
  4. Services Credits

The Company occasionally and in its sole discretion may offer Subscribers opportunities to earn credits toward future Services (“Service Credits”), including, for example, Service Credits for new Subscriber referrals. Service Credits may be revoked at any time and for any reason at the Company discretion, and are never redeemable for cash, exchanged, sold, or rolled into a separate account. Reasons why the Company might exercise discretion and revoke and void Service Credits include but are not limited to a referred account that is not an actual person or company, is otherwise not in good standing, or was fraudulently obtained. The Company in its sole discretion may also undertake other actions (such as terminating your subscription or banning you from any future referral program) for such behavior. Unused credits may expire at the discretion of the Company.

  1. Trademarks; Copyrights; Proprietary Rights; and Use Restrictions
  2. As between you and the Company, other than User-Generated Content, the Company owns all right, title, and interest in any Sites or Services, including without limitation the visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of any Sites or Services (“Company Content”).
  3. The Company owns the copyrights, trademarks, service marks, trade names, and other intellectual property and proprietary rights throughout the world associated with the Company Content, the Sites, and the Services.

Moreover, anything on the Sites that identifies or distinguishes the Company from any other goods and services are registered or unregistered trademarks of the Company (the “Company Trademarks”).

Except as otherwise permitted by law, you agree not to display or use in any manner the the Company Trademarks without Company prior written consent.

  1. Subject to any of your rights under applicable law (e.g. as a licensee of software under applicable legislation deriving from EU Directive 2009/24/EC, if applicable), you shall not, nor shall you assist anyone else to: (1.) modify, distribute, adapt, decompile, disassemble, reverse-assemble, reverse-engineer, or prepare derivative works from any computer code or any other materials relating to Company Content or other Company technology; (2.) use, evaluate, or view Company Content for the purpose of designing, modifying, or otherwise creating any software program, or any portion thereof, that performs functions similar to the functions performed by any Services, or to compete with the Company; (3.) knowingly access or use Company Content in a manner that abuses or disrupts the Company networks, security systems, user accounts, or any Sites or Services or those of any third party, or attempt to gain unauthorized access to any of the above through unauthorized means; (4.) market, offer to sell, and/or resell any Services unless authorized in another Company Agreement or other written agreement executed on behalf of Company by its authorized representative; (5.) use Company Content in violation of this TOU or Other Company Agreement, or any Company policies, applicable laws, ordinances, or regulations; (6.) use any Sites or Services to send unsolicited or unauthorized advertising, junk mail, or spam; (7.) harvest, collect, or gather information or data regarding other Company users without their consent; (8.) transmit through or upload on any Sites or Services any material that may infringe the intellectual property or other proprietary rights of third parties, including any trademark, copyright, data privacy, or right of publicity; (9.) transmit or post on any Sites or Services any material that contains software viruses or other malicious or harmful computer code, files, or programs; (10.) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of The Company Content; (11.) circumvent or disable any usage rules or other security features for or used by any Sites or Services; or (12.) disclose, reproduce, summarize, distribute, or use any Sites or Services except as necessary to exercise the rights granted to you in this TOU. The Company shall have sole and exclusive discretion to determine violations of these restrictions and then may immediately suspend your account and access to any Sites or Services for violations of these restrictions.
  2. Except for your rights to access and use any Sites or Services and the The Company Content expressly granted by this TOU, The Company retains all right, title, and interest in and to The Company Content and any Sites or Services, including all related intellectual property rights. The Company Content and any Sites or Services are protected by applicable intellectual property laws in the US and internationally. No grant or transfer of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, on termination or expiration of this TOU, all rights and licenses granted to you under this TOU shall terminate.
  3. Copyright Infringement

If you believe that your work has been used related to this TOU in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify The Company at the email at the top of this document.

You must provide all of the following in writing: identify the copyrighted work that you claim has been infringed (or if multiple copyrighted works, then a representative list of such works); identify the content on the Services that you claim is infringing with enough detail so that The Company may locate it; your statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; your statement declaring that the notification is accurate, and, under penalty of perjury, that you are the exclusive owner of the copyright interest involved or that you are authorized to act on behalf of the exclusive owner; information reasonably sufficient to permit The Company to contact you, i.e. address, telephone number, and email address; and your physical or electronic signature.

On receiving your above notice, The Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the disputed use from the Sites or Services or termination of the posting account.

  1. User Indemnification of the Company for Certain Actions

You agree to indemnify and hold the Company and its affiliates, officers, agents, subsidiaries, partners, and employees harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party arising from (1.) User-Generated Content or User Data you post, transmit, or make available through any Sites or Services; (2.) your unauthorized use of any Sites or Services; (3.) your connection to the Services, including your use of the Services, to provide a link to upload content or other information to other websites; or (4.) your violation of the TOU (including the Privacy Policy or The Company Community Etiquette); or (5.) your violation of any third party’s rights, including but not limited to any intellectual property rights.

  1. Warranties and Limitations

Each party warrants and represents that it shall comply with all applicable laws and regulations in performing its obligations under this TOU. EXCEPT FOR ANY EXPRESS WARRANTY IN THIS TOU, THE COMPANY AND ITS THIRD-PARTY SUPPLIERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES REGARDING ANY THE COMPANY CONTENT, SITES, OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND QUALITY. THE COMPANY AND ITS THIRD-PARTY SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY, OR COMPLETENESS OF ANY SITES OR SERVICES OR THE RESULTS YOU MAY OBTAIN FROM THEIR USE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY AND ITS THIRD-PARTY SUPPLIERS DO NOT REPRESENT OR WARRANT THAT (1.) THE OPERATION OR USE OF ANY SITES OR SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR (2.) THE QUALITY OF ANY SITES OR SERVICES WILL MEET YOUR OR ANY OTHER REQUIREMENTS. YOU ACKNOWLEDGE THAT NEITHER THE COMPANY NOR ITS THIRD-PARTY SUPPLIERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT ANY SITES OR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES, AND THEREFORE NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY SUPPLIERS ARE RESPONSIBLE FOR ANY DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY THE COMPANY, ANY SITES OR SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” Users or Subscribers may have additional rights as a consumer under local law that this TOU cannot change.

  1. THIRD-PARTY SOFTWARE; LIABILITY LIMITATION; EXCLUSIVE REMEDIES FOR USERS AND SUBSCRIBERS
  2. Third-Party Software. You are solely and entirely responsible for any third-party software that you obtain and use in connection with any Sites or Services. The Company exercises no control over such third-party software and is not responsible for its performance. Your purchase or use of such software shall be governed by the terms and conditions of such third parties, and you may, therefore, be asked to accept terms and conditions at the time of purchase and/or access. The Company is not responsible or liable, directly or indirectly, for any damage or loss caused to you by use of or reliance on any third-party software. You are responsible for all fees charged to you by third parties, or such software or other services you require related to accessing or using any Sites or Services. You are responsible for obtaining all licenses for third-party software for your use with any Sites or Services. If the Company believes that you lack necessary rights to use any third-party software that you depend on or use with any Sites or Services, The Company may suspend or terminate your access to such Sites or Services.
  3. EXCLUSIONS OF CERTAIN DAMAGES AND LIMITATIONS OF LIABILITY. You agree that these exclusions of damages and limitations of liability are a fundamental element of the parties’ agreements in this TOU.

(1.) Under no circumstances will The Company or any of its third-party suppliers or any of their respective affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Sites or transmitted to or by you or any other Users or Subscribers.

(2.) TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER The Company NOR ANY OF ITS THIRD-PARTY SUPPLIERS SHALL BE LIABLE TO YOU OR ANYONE ELSE, INCLUDING BUT NOT LIMITED TO ANY ORGANIZATIONS, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES RESULTING FROM ANY ACCESS TO OR USE OF ANY SITES OR SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF The Company OR ANY OF ITS THIRD-PARTY SUPPLIERS WERE ADVISED THAT SUCH DAMAGES WERE POSSIBLE. The disclaimer in the preceding sentence includes any damages arising from your inability to access or use any Sites or Services (including due to modification, suspension, blocking, discontinuance, cancellation, or termination of any Services or any part thereof). Without limiting the foregoing, you specifically acknowledge and agree that neither The Company nor any of its third-party suppliers is liable for the defamatory, offensive, infringing, breaching, the fraudulent, or illegal conduct of other users, subscribers, or third parties and that any risk from the foregoing are assumed entirely by you. These limitations apply to any matter related to any Sites, Services, or their content; third-party Internet sites, programs, or conduct; viruses or other disabling features; incompatibility between any Sites or Services and other services, software, or hardware; and any delay or failure in initiating, conducting, or completing any transmission or transaction connected with any Sites or Services in an accurate or timely manner.

(3.) Limitation of Liability. Any liability of The Company or any of The Company’s third-party suppliers of any kind arising out of or related to this TOU (including but not limited to warranty claims) or any of your use of the Sites or Services, regardless of the forum and whether any action or claim is based on breach of contract, breach of warranty, tort (including negligence), or any other legal theory, shall not exceed the greater of (a.) the total amount paid by you to The Company to access or use any Sites or Services giving rise to such liability during the six (6) months immediately preceding the date the liability arose or (b.) twenty United States dollars (USD$20.00).

(4.) This Section 15.B. applies even if this remedy does not fully compensate you for any losses or fails its essential purpose; or even if The Company or any of its third-party suppliers knew or should have known about the possibility of the losses, liability, or damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or limitation of liability for certain claims or causes of action, so the above limitations or exclusions may not apply to you in these jurisdictions.

  1. Special Admonitions for International Use
  2. Your Internet use may be global; thus, you agree to comply with all local rules and laws regarding your access and use of any Sites or Services through the Internet, and without limitation, you will comply with all applicable laws regarding obscene and indecent content and transmitting technical data exported from the United States or the country in which you reside.
  3. With respect to any personal data (as defined under the General Data Protection Regulation[GDPR] [EU] 2016/679 and any other applicable data protection legislation) (“Personal Data”) which The Company processes on your behalf, The Company Pro does not process any Personal Data as a part of its core function and The Company Local would only process Personal Data in the unlikely event that the business listing and location information managed by The Company Local were to include the Personal Data of data subject. Thus, The Company is more typically the Data Controller and is not a Data Processor to Personal Data in which you are a Data Controller. However, in the unlikely event that you believe The Company is a Data Processor to you as a Data Controller, please contact The Company at the email address at the top of this document, and The Company can consider if it is necessary under applicable law for you to appoint The Company as a Data Processor pursuant to an appropriate Data Processor agreement/addendum.
  4. Termination

Upon termination of Services, any payment liabilities owed to The Company and accrued prior to the effective date of the termination will survive. In addition to any obligations or restrictions in the TOU that by their nature should reasonably survive termination of this TOU, the following sections shall also survive termination of this TOU: 1.A., 1.D.(1.), 1.D.(3.), 1.F., 2.C., 3.A.(1.), 3.A.(6.)(a.), 3.B.(1.), 3.B.(3.), 4.C., 4.F., 4.G., 4.J., 5., 6., 7.C. to 7.E., 8., 9., and 11. to 18. You are solely responsible for removing your information and material from any Sites or Services prior to any termination. The Company is not obligated to retain your information, material, or data following termination.

  1. Miscellaneous Clauses
  2. Changes to Services. The Company may change any Sites or Services from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of such Sites or Services. Your access to and use of any Sites or Services depends on you complying with any applicable laws or this TOU.
  3. Force Majeure. Neither you nor The Company will be liable to the other for any delay or failure to perform any obligation under this TOU if the delay or failure is due to circumstances beyond such party’s reasonable control. The affected party will notify the other party of such event and resume performance as soon as reasonably practicable.
  4. Notices. If the Company must send you additional information regarding the TOU or any Sites or Services, you consent to receive this information electronically. The Company may provide required information to you by email at any address you registered with the Sites or Services or via posting on the Sites or Services. Notices provided to you via email are effective on the transmission date. You will provide The Company any written notice under this TOU by email to the email address at the top of this document
  5. Forum and Jurisdiction. This TOU is governed by the laws of the State of Washington, USA, without regard to its conflict of law provisions. You irrevocably consent to the exclusive jurisdiction of the state and federal courts located in King County, Washington, USA to resolve any dispute, claim, or controversy that arises from this TOU.
  6. Additional Rights and Obligations. This TOU shall neither obligate The Company, nor provide any rights, to any third-party whatsoever as an intended third-party beneficiary under this TOU. You and The Company are independent contractors without authority to bind each other or to make any representations on behalf of the other party, and you and The Company shall not be held to be partners or co-ventures. If any provision of this TOU is held invalid or unenforceable, such provision shall be held superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party’s failure to act with respect to a breach of this TOU does not constitute a waiver or affect that party’s rights to act subsequently. You may not assign rights or delegate any duties under this TOU without prior written notice to and consent by The Company. This TOU will bind any permitted successors and permitted assigns.
  7. Entire Agreement. The TOU (along with the Privacy Policy, The Company Community Etiquette, and any Subscriber agreement or other agreement accepted by you and an authorized representative of The Company that is incorporated by reference into the TOU) constitutes the entire agreement between you and The Company and governs your access to and use of any Sites or Services, superseding any prior agreements between you and The Company (including, but not limited to, any prior versions of the TOU). In no case shall any terms on a purchase order or other non-The Company ordering document from you apply to, in addition to, or otherwise be included in the provisions of this TOU without The Company’s prior written consent and agreement. No modification of this TOU is binding unless it is in writing and signed by you and The Company.

retains all right, title, and interest in and to

Terms of Use (TOU) Effective Date of this version: 28 September 2018. (Prior TOU version dated Day Month Year.)

Want to contact us about this TOU? All issues should be addressed to the email address at the top of this document.

  1. Overview and Important Definitions
  2. This Terms of Use (“TOU”) is a legally binding contract between the Company and you, as a user of or subscriber to the Site or its services. The most current versions of the Company Privacy Policy and Company Community Etiquette are incorporated into this TOU by this reference, and supersede and replace all prior versions of the same.
  3. The Company offers businesses and individuals access to resources for search engine optimization, online marketing, and online local business listing management, including, without limitation, link analysis tools, downloadable toolbars, application program interfaces (“APIs”), software as a service available on a subscription basis, website profile services, search analytics, blogs, user-generated/personalized content tools, industry surveys, and opinion polls (any or all are “Services”).
  4. The Company Services are available from Our web domains.
  5. TOU Acceptance and Agreement; Users and Subscribers.

(1.) By accessing or using any Sites or Services, or by clicking or checking a box indicating “I agree,” “I accept,” or any similar expression of the agreement while purchasing or obtaining access to any portion of any Sites or Services, you agree to be legally bound by this TOU. (Please print a copy of this TOU for your records.) If you do not agree to the TOU, you are not authorized to use and you must cease using any Sites or Services.

(2.) You may access portions of any Sites or Services with a free account as a user (“User”). While access to certain other portions of the Sites and selected features of the Services is free, The Company may charge fees for features and benefits associated with any Sites or Services at any time. Any User who pays to access or use parts of the Sites or Services is a “Subscriber” in this TOU. References to the terms “you” or “your” in the TOU refer to Users or Subscribers, as applicable.

(3.) If you accept this TOU on behalf of any other person(s) or organization(s), then you represent to the Company that you are legally authorized to do so, and “you” or “your” therefore also includes those other person(s) or organization(s).

  1. The Company may revise and update this TOU at any time for any reason in its sole and absolute discretion, effective immediately on posting the same to our Sites. The TOU will indicate at the beginning (top of the page) the date on which the current TOU was last revised and effective. It is your responsibility to check the then-current TOU for any changes. YOU AGREE THAT THE MOST RECENT VERSION OF THIS TOU LEGALLY BINDS YOU FOR ANY OF YOUR ACCESS OR USE OF THE SITES AND ANY SERVICES, AND YOU FURTHER AGREE THAT THE MOST RECENT TOU VERSION SUPERSEDES AND REPLACES THE PRIOR VERSION AND BINDS YOU FOR THE ENTIRETY OF ANY UNEXPIRED AND ACTIVE TERMS OF YOUR SUBSCRIPTIONS TO ANY SERVICES.
  2. If you enter into a separate written agreement with the Company, executed physically or digitally (e.g. DocuSign®) by both you and the Company, for you to access or use any Sites or Services, to the extent that the terms of any Other Company Agreement conflict with the terms of this TOU, the conflicting terms of such Other Company Agreement will override the conflicting terms of this TOU unless the Other Company Agreement states the contrary.
  3. Terms and Conditions Governing API Usage
  4. As a Service, the Company may provide application program interfaces and accompanying software code and documentation (any or all are “the Company API”) to access and use proprietary Company information and data about URLs (“Company Data”).
  5. If the Company provides you any Company API via a secret access key, subject to this TOU, then the Company grants you a worldwide, limited, non-exclusive, non-transferable license to make a reasonable number of copies of and use the Company API to access the Company Data to use other Services. If you use or publicly display any Company Data accessed with any Company API, you also will comply with any Company link and attribution guidelines on the Sites from time to time.
  6. You may not resell or redistribute any proprietary Company API that the Company licensed to you or any Company Data via your own API or offer it to any third parties.
  7. The Company reserves the right to suspend or terminate access to any Company API at any time and for any reason, with or without cause. If your access to any Company API is suspended or terminated, you have no rights associated with such Company API and you acknowledge that you will not be entitled to any refund or other compensation whatsoever.
  8. Terms and Conditions Governing Software as a Service Use and Subscriptions

Certain Services include Company proprietary software as a service accessed and used from the Sites, including but not limited to Company Services and SaaS; if you are a User of or Subscriber to any such Services, then you are also subject to the following specific terms and conditions.

  1. Terms and Conditions Governing Company Services and SaaS Subscriptions

If you purchase from any of the Sites subscriptions Company Services or SaaS to manage business listing information and/or location data using Company IRP, you are subject to the TOU and particularly the following related to your Company Services subscription(s).

(1.) Fees. You agree to immediately pay the Company for each managed location for recurring one-year terms beginning on the date of each payment (all payments are “the Company Service Fees”). The Company incurs third-party costs for each Company Subscriber immediately after the Subscriber submits data to the Company Services, so you agree that ALL PAYMENTS ARE FINAL and the Company is not obligated whatsoever for any partial or complete refunds, including for any renewal payments described in paragraph (3.) below.

(2.) Scope of Services. Subject to this TOU (including payment), the Company will distribute data to certain location data aggregators and business listing services and may offer additional reports and tools related to this data. These services are described in greater detail on the Sites.

(3.) Renewal. Each business location renews annually within 30 days of the anniversary of the previous payment for that location. If your renewal payment fails, you will no longer have any rights under this TOU related to your previously purchased Company Services business location(s), including the right to manage your site until your payments are current. Failure to renew a listing in a timely manner (prior to the date of annual renewal) will result in loss of any special or custom pricing terms associated with a business location.

(4.) Pricing Changes. The Company may change its Company Service Fees from time to time; with respect to new pricing for renewals, The Company will provide at least thirty (30) days’ notice by email and/or posting any new fee schedule on the Site for the Company Services.

(5.) Customer Management of Each Service.

(a.) Cancellation. You may cancel a Company Service only using the Company Services dashboard or by Email Request. Cancellation is immediate, irreversible and must occur prior to the expiration of the Service term to avoid related renewal fees. Cancellation removes the Service and associated data. Your cancellation of any Service will not under any circumstances entitle you to any complete or partial refunds whatsoever for such canceled service.

(b.) Changes and Updates. You may make limited changes and updates to a website during the related term. However, if you make changes to core data — such as domain name, phone number, or location address — that the Company is unable to validate using third-party services such as Google or Facebook, the Company may not be able to update your changes with location data aggregators and social media services following submission. This validation policy protects you and other customers from having business locations listing data hijacked by unauthorized agents.

(6.) Additional Company Local Subscriber Obligations and Acknowledgements. You acknowledge and agree as follows:

(a.) By purchasing Company Services, you warrant that you own the related company or are otherwise authorized to represent the company as of when you pay the related Company Service Fees.

(b.) To periodically review and confirm the accuracy of submitted business listing information.

(c.) The Company may occasionally require you to submit proof by email of authorization to represent a Company Service and failure to comply with any request may result in cancellation of your Service(s).

(d.) Your Services(s) may be transferred to another person or entity if that person or entity can sufficiently demonstrate resulting ownership (no such transfer will result in any refunds, however).

(e.) Another agent may submit information to the Company Services or a location listing provider which may override information you submitted about a business location.

(f.) The Company Services send location data to third-party location listing providers who may use this data in any way, and the Company cannot control their use once the data is sent to them.

(g.) Location data aggregators and business listing services are not obligated to accept your listing or any of the information you submit via the Company Services related to a business location.

(h.) The Company reserves complete right and discretion to change the mix of the Company Services location data aggregators and business listing services.

  1. Terms and Conditions Governing Subscriptions to All Other Company Software as a Service

These Services also include subscriptions to the Company Services and SaaS and other software as a service offering, and are subject to the TOU.

(1.) Subscription Payment. Subscribers must agree to the payment terms presented at the time you sign up for any Services. You are responsible for acting prior to renewal if you do not want to renew automatically. You may not receive notice of your renewal after subscribing, and you must visit your Subscription and Billing page to find out when your subscription renews. Subscriptions recur either monthly or annually in most cases, depending on the renewal term you choose on signup. You must ensure that the credit card information used for your account or subscription is current and accurate and that you are authorized to use that credit card. The Company may implement fraud-protection measures anytime including, without limitation, temporarily charging small amounts to validate your credit card and authorization.

(2.) Subscription Cancellation. For security, an email or phone call to the Company is not sufficient to cancel your Services subscription. You may cancel at any time by selecting the cancel button on your Subscription and Billing page. Cancellation does not entitle you to any refund whatsoever. You will continue to have access to the Sites and Services you have paid for until the end of your subscription term but will lose access if the subscription is not in good standing.

(3.) No Refunds. The Company will not provide you any refunds at any time. If you cancel your subscription, The Company is not obligated to refund fees for any portion of your subscription term. If you choose to downgrade your subscription during your subscription term, you may be entitled to a pay a lower, prorated amount as of the date of renewal, but you are not entitled to any refund at any time.

(4.) Multiple Subscriptions. Each subscription has a credit card associated with it. If a subscription is suspended for inability to process that credit card, and you subscribe to a second Company Service while that first Service is suspended (e.g. changing the credit card for the new subscription) but before the original subscription is canceled (currently 18 days, subject to change), The Company may use the valid payment credit card for the second subscription to re-initiate the suspended Service.

  1. Terms and Conditions Governing All Users of and Subscribers to Sites or Services
  2. The Services are available only to Users and Subscribers who:
  1. Are human (not bots, except for certain authorized API users) and with minimum ages of 13 years old for Users and 18 years old for Subscribers;
  2. Submit and then maintain truthful and accurate account information;
  3. Do not impersonate any other person or entity or otherwise misrepresent their identity in a profile or elsewhere on the Sites;
  4. Have a valid email address; and
  5. Do not to authorize third parties unaffiliated through an employer-employee or entity ownership relationship to use their account, profile, or messages or otherwise resell the Services to multiple unaffiliated persons or parties (e.g. “group buys” or “buyers’ clubs”).
  1. You agree that you have or will enter into agreements with your individual users who access any Sites or Services on your behalf that protect the Company, and any Company Content, Sites, or Services as much as this TOU.
  2. If the Company, through any Sites, Services, or otherwise, provides you user authentication and access tools (i.e., username, password, access keys, etc.) for secure access to any Site or Services, you agree to keep that account access information protected, secure, and confidential, and not share it with others in any way that breaches this TOU. You agree that the Company in its sole and absolute discretion may block you from any secure and restricted parts of any Sites or Services. You also agree to notify the Company immediately of any unauthorized access to or use of secure and restricted parts of any Sites or Services that you (including but not limited to any of your users) know or should reasonably know about.
  3. You agree that your rights in a subscription or use of any paid Services (including, for example, the ability to change a password associated with a Company Website account) may depend on demonstrating that you have paid for the subscription to any applicable Services or Sites.
  4. You acknowledge that if you sign up for any Services and pay via credit card, and the Company cannot charge your credit card at renewal, the Company may cancel your subscription and you may lose access to the Services and any data associated with your subscription.
  5. While some Services may be paid for via invoice pursuant to another Company Agreement, the Company may quote additional fees for invoiced accounts. If the Company has entered into an invoicing relationship with you, the following terms apply unless superseded by another Company Agreement: You agree to pay all undisputed invoices within 30 days. You agree that the Company may charge interest of 1.5% per month for past due invoices, or the highest rate permitted by law, and you are liable for reasonable attorney fees and collection costs arising from the Company efforts to collect on past due amounts. If you fail to pay an invoice, the Company reserves the right to cancel your subscription and access to any Sites or Services, and any data associated with your subscription or the Services.
  6. Taxes. The price, fees, and other amounts payable to the Company under this TOU do not include any sales, use, or other similar taxes assessed or imposed by any governmental authority. With regard to such amounts, you will pay or reimburse the Company for all such charges as invoiced or provide certificates or other evidence of exemption.
  7. You acknowledge that portions of the Sites and Services are publicly available or available to other Users and may be accessible by syndication programs (including data feed tools), search engines, metasearch tools, crawlers, meta-crawlers, and other similar programs.
  8. The Company reserves the right to monitor your communications to the extent they are facilitated by any Sites or Services, and may disclose content and information about you, including content contained within your communications, if the Company deems it reasonably necessary to: (1.) conform to legal requirements or respond to legal process; (2.) ensure your compliance with this TOU, the Company Privacy Policy, and/or the Company Community Etiquette; or (3.) protect the rights, property, personal safety, or interests of the Company, its employees, customers, or the public.
  9. User Obligations Regarding User-Generated Content

You assume the following obligations with respect to any information, profiles, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials that you upload, publish, or display on or through any Sites or Services, whether publicly posted or privately transmitted (“User-Generated Content”):

  • You assume legal responsibility for all your User-Generated Content.
  • You agree that no proprietary rights including but not limited to copyright, trademark, trade secret, publicity or privacy rights, or any other intellectual property rights are being violated by your posting, transmission or sharing of any User-Generated Content via any Sites or Services.
  • You agree not to post, transmit, or share User-Generated Content on any Sites or Services that you:
    • Lack of authority or permission to post, transmit, or share, or
    • That violates in any way the rights of other persons or solicits, encourages, or promotes illegal activities, including but not limited to activities that threaten, abuse in any way, harass, defame, libel, disparage, invade the privacy or publicity rights of other persons or that are vulgar, obscene, bigoted or hateful, profane, scandalous, obscene.
  1. No Company Responsibility for User-Generated Content

The Company assumes no obligations to screen and does not routinely pre-screen any User-Generated Content that you upload, publish, or display on or through any Sites or Services. The Company does not guarantee the accuracy, integrity, appropriateness, quality, or validity of any User-Generated Content. User Generated Content does not necessarily represent the views or opinions of the Company and under no circumstances whatsoever will the Company be liable for any User-Generated Content, including without limitation liability related to any loss or damage of any kind incurred from using any User-Generated Content uploaded, published, or displayed on or through any Sites or Services. Only you are solely responsible (at your own expense) for creating backup copies and replacing any of your User-Generated Content. While you agree that the Company is not obligated to, the Company may remove any User-Generated Content at any time at its sole discretion, including User-Generated Content that in the Company’s sole judgment violates this TOU or is offensive, illegal, or violates the rights of any person or entity, or harms or threatens the safety of any person or entity. The Company assumes no obligation to maintain or store any User-Generated Content. The Company may delete, modify, or restrict the display of User-Generated Content at any time for any reason, including but not limited to a change in Subscriber account level, Services cancellation, violation of the TOU, or violation of the the Company Community Etiquette; once deleted, User-Generated Content may not be retrieved.

  1. Company Permitted Use of User-Generated Content and User Data
  2. The Company does not claim ownership of User-Generated Content. Subject to the rights granted to the Company in this TOU, you retain full ownership of all of the User-Generated Content to the extent you would otherwise have intellectual property or other proprietary rights associated with it.
  3. You authorize the Company to use and copy any User-Generated Content that you upload, publish, or display on or through any Sites or Services as the Company deems necessary to facilitate the posting and storage of such User-Generated Content.
  4. You further authorize the Company to anonymize and aggregate User-Generated Content and any other data you share with the Company (“User Data”), including data associated with your Google Analytics and social media profiles, and by way of example and not limitation, to provide current or future services and for benchmarking, research and development, data products, or other marketing purposes. By uploading, publishing, or displaying User Data on or through any Sites or Services (including authorization to access any third-party account or profile), you grant the Company, its affiliates, and partners an irrevocable, perpetual, worldwide, royalty-free, non-exclusive license (with the right to sublicense) to use anonymized and aggregated User-Generated Content and User Data, in all present and future media, and in any manner relating to the Company’s business including to provide any Sites or Services.
  5. For any User-Generated Content that you upload, publish, or display on or through any community portions of the Sites (“Interactive Content”), including without limitation your User Profile, your website, the Company Blog, and the Q&A service, and any future Company Sites or Services that are designed to be viewed by the public or other Subscribers, you grant to the Company, its affiliates, and partners an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, transferable license (with the right to sublicense) to use, reproduce, translate, alter, publicly perform, publicly display, modify, adapt, publish, excerpt (in whole or in part), and distribute such Interactive Content, in whole or in part, in all present and future media and in any manner relating to the Company business (including, without limitation, on the sites of our affiliates, partners, and others with whom the Company may have business relationships relating to any Sites or Services). You further agree that the Company is free to use any ideas, know-how, concepts, techniques, or other materials implied by Interactive Content. You acknowledge that the Company may retain archived copies of such Interactive Content. Subject to the preceding, you may remove Interactive Content from the Sites at any time.
  6. Except for the rights to access and use the Services expressly granted to you by this TOU, the Company retains all right, title, and interest in and to any Sites or Services, including all related intellectual property rights. Any Sites or Services are protected by applicable intellectual property laws in the US and internationally. No grant or transfer of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, upon termination or expiration of this TOU as applicable to you, all rights and licenses granted to you under this TOU shall terminate.
  7. Services Limitations; Availability

The Company may limit the use of any Sites or Services at its discretion, including the frequency with which you may access any Sites or Services or your ability to post User-Generated Content. The Company reserves the right to modify, update, interrupt, suspend or discontinue, temporarily or permanently, all or a part of any Sites or Services without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any Sites or Services. You are also responsible for providing all the equipment you use to access any Sites or Services.

  1. User Feedback and Beta Services
  2. “Feedback” means any ideas, suggestions, or comments that you provide to the Company related to any Sites, Services, or any other Company technologies, products, service, or business activities (in beta, pre-release, or released versions). You agree that you have no expectation of, and the Company has no obligations for, confidentiality or privacy in any Feedback. You grant the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish, or perform any Feedback and to make, have made, sell, offer to sell, and import any products, services, or materials existing now or in the future that include or incorporate any of your Feedback, including but not limited to any Sites or Services.
  3. From time to time, the Company may add new features to the Services that may be described as “beta” services or features (collectively, “Beta Features”). Beta Features will be considered part of the Sites or Services and all provisions of this TOU relating to any Sites or Services will apply to the Beta Features as well. Users acknowledge that Beta Features may be untested, non-functional, and/or partially functional features of the Sites or Services. If you use a Beta Feature, you do so at your own risk. Notwithstanding anything else in this TOU to the contrary, Beta Features are provided “AS IS” and the Company disclaims any warranties associated with any Beta Feature. You assume and bear any risk that Beta Features may harm or interrupt operation of your software or hardware.
  4. Services Credits

The Company occasionally and in its sole discretion may offer Subscribers opportunities to earn credits toward future Services (“Service Credits”), including, for example, Service Credits for new Subscriber referrals. Service Credits may be revoked at any time and for any reason at the Company discretion, and are never redeemable for cash, exchanged, sold, or rolled into a separate account. Reasons why the Company might exercise discretion and revoke and void Service Credits include but are not limited to a referred account that is not an actual person or company, is otherwise not in good standing, or was fraudulently obtained. The Company in its sole discretion may also undertake other actions (such as terminating your subscription or banning you from any future referral program) for such behavior. Unused credits may expire at the discretion of the Company.

  1. Trademarks; Copyrights; Proprietary Rights; and Use Restrictions
  2. As between you and the Company, other than User-Generated Content, the Company owns all right, title, and interest in any Sites or Services, including without limitation the visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of any Sites or Services (“Company Content”).
  3. The Company owns the copyrights, trademarks, service marks, trade names, and other intellectual property and proprietary rights throughout the world associated with the Company Content, the Sites, and the Services.

Moreover, anything on the Sites that identifies or distinguishes the Company from any other goods and services are registered or unregistered trademarks of the Company (the “Company Trademarks”).

Except as otherwise permitted by law, you agree not to display or use in any manner the the Company Trademarks without Company prior written consent.

  1. Subject to any of your rights under applicable law (e.g. as a licensee of software under applicable legislation deriving from EU Directive 2009/24/EC, if applicable), you shall not, nor shall you assist anyone else to: (1.) modify, distribute, adapt, decompile, disassemble, reverse-assemble, reverse-engineer, or prepare derivative works from any computer code or any other materials relating to Company Content or other Company technology; (2.) use, evaluate, or view Company Content for the purpose of designing, modifying, or otherwise creating any software program, or any portion thereof, that performs functions similar to the functions performed by any Services, or to compete with the Company; (3.) knowingly access or use Company Content in a manner that abuses or disrupts the Company networks, security systems, user accounts, or any Sites or Services or those of any third party, or attempt to gain unauthorized access to any of the above through unauthorized means; (4.) market, offer to sell, and/or resell any Services unless authorized in another Company Agreement or other written agreement executed on behalf of Company by its authorized representative; (5.) use Company Content in violation of this TOU or Other Company Agreement, or any Company policies, applicable laws, ordinances, or regulations; (6.) use any Sites or Services to send unsolicited or unauthorized advertising, junk mail, or spam; (7.) harvest, collect, or gather information or data regarding other Company users without their consent; (8.) transmit through or upload on any Sites or Services any material that may infringe the intellectual property or other proprietary rights of third parties, including any trademark, copyright, data privacy, or right of publicity; (9.) transmit or post on any Sites or Services any material that contains software viruses or other malicious or harmful computer code, files, or programs; (10.) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of The Company Content; (11.) circumvent or disable any usage rules or other security features for or used by any Sites or Services; or (12.) disclose, reproduce, summarize, distribute, or use any Sites or Services except as necessary to exercise the rights granted to you in this TOU. The Company shall have sole and exclusive discretion to determine violations of these restrictions and then may immediately suspend your account and access to any Sites or Services for violations of these restrictions.
  2. Except for your rights to access and use any Sites or Services and the The Company Content expressly granted by this TOU, The Company retains all right, title, and interest in and to The Company Content and any Sites or Services, including all related intellectual property rights. The Company Content and any Sites or Services are protected by applicable intellectual property laws in the US and internationally. No grant or transfer of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, on termination or expiration of this TOU, all rights and licenses granted to you under this TOU shall terminate.
  3. Copyright Infringement

If you believe that your work has been used related to this TOU in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify The Company at the email at the top of this document.

You must provide all of the following in writing: identify the copyrighted work that you claim has been infringed (or if multiple copyrighted works, then a representative list of such works); identify the content on the Services that you claim is infringing with enough detail so that The Company may locate it; your statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; your statement declaring that the notification is accurate, and, under penalty of perjury, that you are the exclusive owner of the copyright interest involved or that you are authorized to act on behalf of the exclusive owner; information reasonably sufficient to permit The Company to contact you, i.e. address, telephone number, and email address; and your physical or electronic signature.

On receiving your above notice, The Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the disputed use from the Sites or Services or termination of the posting account.

  1. User Indemnification of the Company for Certain Actions

You agree to indemnify and hold the Company and its affiliates, officers, agents, subsidiaries, partners, and employees harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party arising from (1.) User-Generated Content or User Data you post, transmit, or make available through any Sites or Services; (2.) your unauthorized use of any Sites or Services; (3.) your connection to the Services, including your use of the Services, to provide a link to upload content or other information to other websites; or (4.) your violation of the TOU (including the Privacy Policy or The Company Community Etiquette); or (5.) your violation of any third party’s rights, including but not limited to any intellectual property rights.

  1. Warranties and Limitations

Each party warrants and represents that it shall comply with all applicable laws and regulations in performing its obligations under this TOU. EXCEPT FOR ANY EXPRESS WARRANTY IN THIS TOU, THE COMPANY AND ITS THIRD-PARTY SUPPLIERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES REGARDING ANY THE COMPANY CONTENT, SITES, OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND QUALITY. THE COMPANY AND ITS THIRD-PARTY SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY, OR COMPLETENESS OF ANY SITES OR SERVICES OR THE RESULTS YOU MAY OBTAIN FROM THEIR USE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY AND ITS THIRD-PARTY SUPPLIERS DO NOT REPRESENT OR WARRANT THAT (1.) THE OPERATION OR USE OF ANY SITES OR SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR (2.) THE QUALITY OF ANY SITES OR SERVICES WILL MEET YOUR OR ANY OTHER REQUIREMENTS. YOU ACKNOWLEDGE THAT NEITHER THE COMPANY NOR ITS THIRD-PARTY SUPPLIERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT ANY SITES OR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES, AND THEREFORE NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY SUPPLIERS ARE RESPONSIBLE FOR ANY DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY THE COMPANY, ANY SITES OR SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” Users or Subscribers may have additional rights as a consumer under local law that this TOU cannot change.

  1. THIRD-PARTY SOFTWARE; LIABILITY LIMITATION; EXCLUSIVE REMEDIES FOR USERS AND SUBSCRIBERS
  2. Third-Party Software. You are solely and entirely responsible for any third-party software that you obtain and use in connection with any Sites or Services. The Company exercises no control over such third-party software and is not responsible for its performance. Your purchase or use of such software shall be governed by the terms and conditions of such third parties, and you may, therefore, be asked to accept terms and conditions at the time of purchase and/or access. The Company is not responsible or liable, directly or indirectly, for any damage or loss caused to you by use of or reliance on any third-party software. You are responsible for all fees charged to you by third parties, or such software or other services you require related to accessing or using any Sites or Services. You are responsible for obtaining all licenses for third-party software for your use with any Sites or Services. If the Company believes that you lack necessary rights to use any third-party software that you depend on or use with any Sites or Services, The Company may suspend or terminate your access to such Sites or Services.
  3. EXCLUSIONS OF CERTAIN DAMAGES AND LIMITATIONS OF LIABILITY. You agree that these exclusions of damages and limitations of liability are a fundamental element of the parties’ agreements in this TOU.

(1.) Under no circumstances will The Company or any of its third-party suppliers or any of their respective affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Sites or transmitted to or by you or any other Users or Subscribers.

(2.) TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER The Company NOR ANY OF ITS THIRD-PARTY SUPPLIERS SHALL BE LIABLE TO YOU OR ANYONE ELSE, INCLUDING BUT NOT LIMITED TO ANY ORGANIZATIONS, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES RESULTING FROM ANY ACCESS TO OR USE OF ANY SITES OR SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF The Company OR ANY OF ITS THIRD-PARTY SUPPLIERS WERE ADVISED THAT SUCH DAMAGES WERE POSSIBLE. The disclaimer in the preceding sentence includes any damages arising from your inability to access or use any Sites or Services (including due to modification, suspension, blocking, discontinuance, cancellation, or termination of any Services or any part thereof). Without limiting the foregoing, you specifically acknowledge and agree that neither The Company nor any of its third-party suppliers is liable for the defamatory, offensive, infringing, breaching, the fraudulent, or illegal conduct of other users, subscribers, or third parties and that any risk from the foregoing are assumed entirely by you. These limitations apply to any matter related to any Sites, Services, or their content; third-party Internet sites, programs, or conduct; viruses or other disabling features; incompatibility between any Sites or Services and other services, software, or hardware; and any delay or failure in initiating, conducting, or completing any transmission or transaction connected with any Sites or Services in an accurate or timely manner.

(3.) Limitation of Liability. Any liability of The Company or any of The Company’s third-party suppliers of any kind arising out of or related to this TOU (including but not limited to warranty claims) or any of your use of the Sites or Services, regardless of the forum and whether any action or claim is based on breach of contract, breach of warranty, tort (including negligence), or any other legal theory, shall not exceed the greater of (a.) the total amount paid by you to The Company to access or use any Sites or Services giving rise to such liability during the six (6) months immediately preceding the date the liability arose or (b.) twenty United States dollars (USD$20.00).

(4.) This Section 15.B. applies even if this remedy does not fully compensate you for any losses or fails its essential purpose; or even if The Company or any of its third-party suppliers knew or should have known about the possibility of the losses, liability, or damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or limitation of liability for certain claims or causes of action, so the above limitations or exclusions may not apply to you in these jurisdictions.

  1. Special Admonitions for International Use
  2. Your Internet use may be global; thus, you agree to comply with all local rules and laws regarding your access and use of any Sites or Services through the Internet, and without limitation, you will comply with all applicable laws regarding obscene and indecent content and transmitting technical data exported from the United States or the country in which you reside.
  3. With respect to any personal data (as defined under the General Data Protection Regulation[GDPR] [EU] 2016/679 and any other applicable data protection legislation) (“Personal Data”) which The Company processes on your behalf, The Company Pro does not process any Personal Data as a part of its core function and The Company Local would only process Personal Data in the unlikely event that the business listing and location information managed by The Company Local were to include the Personal Data of data subject. Thus, The Company is more typically the Data Controller and is not a Data Processor to Personal Data in which you are a Data Controller. However, in the unlikely event that you believe The Company is a Data Processor to you as a Data Controller, please contact The Company at the email address at the top of this document, and The Company can consider if it is necessary under applicable law for you to appoint The Company as a Data Processor pursuant to an appropriate Data Processor agreement/addendum.
  4. Termination

Upon termination of Services, any payment liabilities owed to The Company and accrued prior to the effective date of the termination will survive. In addition to any obligations or restrictions in the TOU that by their nature should reasonably survive termination of this TOU, the following sections shall also survive termination of this TOU: 1.A., 1.D.(1.), 1.D.(3.), 1.F., 2.C., 3.A.(1.), 3.A.(6.)(a.), 3.B.(1.), 3.B.(3.), 4.C., 4.F., 4.G., 4.J., 5., 6., 7.C. to 7.E., 8., 9., and 11. to 18. You are solely responsible for removing your information and material from any Sites or Services prior to any termination. The Company is not obligated to retain your information, material, or data following termination.

  1. Miscellaneous Clauses
  2. Changes to Services. The Company may change any Sites or Services from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of such Sites or Services. Your access to and use of any Sites or Services depends on you complying with any applicable laws or this TOU.
  3. Force Majeure. Neither you nor The Company will be liable to the other for any delay or failure to perform any obligation under this TOU if the delay or failure is due to circumstances beyond such party’s reasonable control. The affected party will notify the other party of such event and resume performance as soon as reasonably practicable.
  4. Notices. If the Company must send you additional information regarding the TOU or any Sites or Services, you consent to receive this information electronically. The Company may provide required information to you by email at any address you registered with the Sites or Services or via posting on the Sites or Services. Notices provided to you via email are effective on the transmission date. You will provide The Company any written notice under this TOU by email to the email address at the top of this document
  5. Forum and Jurisdiction. This TOU is governed by the laws of the State of Washington, USA, without regard to its conflict of law provisions. You irrevocably consent to the exclusive jurisdiction of the state and federal courts located in King County, Washington, USA to resolve any dispute, claim, or controversy that arises from this TOU.
  6. Additional Rights and Obligations. This TOU shall neither obligate The Company, nor provide any rights, to any third-party whatsoever as an intended third-party beneficiary under this TOU. You and The Company are independent contractors without authority to bind each other or to make any representations on behalf of the other party, and you and The Company shall not be held to be partners or co-ventures. If any provision of this TOU is held invalid or unenforceable, such provision shall be held superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party’s failure to act with respect to a breach of this TOU does not constitute a waiver or affect that party’s rights to act subsequently. You may not assign rights or delegate any duties under this TOU without prior written notice to and consent by The Company. This TOU will bind any permitted successors and permitted assigns.
  7. Entire Agreement. The TOU (along with the Privacy Policy, The Company Community Etiquette, and any Subscriber agreement or other agreement accepted by you and an authorized representative of The Company that is incorporated by reference into the TOU) constitutes the entire agreement between you and The Company and governs your access to and use of any Sites or Services, superseding any prior agreements between you and The Company (including, but not limited to, any prior versions of the TOU). In no case shall any terms on a purchase order or other non-The Company ordering document from you apply to, in addition to, or otherwise be included in the provisions of this TOU without The Company’s prior written consent and agreement. No modification of this TOU is binding unless it is in writing and signed by you and The Company.

Content and any Sites or Services, including all related intellectual property rights.

Terms of Use (TOU) Effective Date of this version: 28 September 2018. (Prior TOU version dated Day Month Year.)

Want to contact us about this TOU? All issues should be addressed to the email address at the top of this document.

  1. Overview and Important Definitions
  2. This Terms of Use (“TOU”) is a legally binding contract between the Company and you, as a user of or subscriber to the Site or its services. The most current versions of the Company Privacy Policy and Company Community Etiquette are incorporated into this TOU by this reference, and supersede and replace all prior versions of the same.
  3. The Company offers businesses and individuals access to resources for search engine optimization, online marketing, and online local business listing management, including, without limitation, link analysis tools, downloadable toolbars, application program interfaces (“APIs”), software as a service available on a subscription basis, website profile services, search analytics, blogs, user-generated/personalized content tools, industry surveys, and opinion polls (any or all are “Services”).
  4. The Company Services are available from Our web domains.
  5. TOU Acceptance and Agreement; Users and Subscribers.

(1.) By accessing or using any Sites or Services, or by clicking or checking a box indicating “I agree,” “I accept,” or any similar expression of the agreement while purchasing or obtaining access to any portion of any Sites or Services, you agree to be legally bound by this TOU. (Please print a copy of this TOU for your records.) If you do not agree to the TOU, you are not authorized to use and you must cease using any Sites or Services.

(2.) You may access portions of any Sites or Services with a free account as a user (“User”). While access to certain other portions of the Sites and selected features of the Services is free, The Company may charge fees for features and benefits associated with any Sites or Services at any time. Any User who pays to access or use parts of the Sites or Services is a “Subscriber” in this TOU. References to the terms “you” or “your” in the TOU refer to Users or Subscribers, as applicable.

(3.) If you accept this TOU on behalf of any other person(s) or organization(s), then you represent to the Company that you are legally authorized to do so, and “you” or “your” therefore also includes those other person(s) or organization(s).

  1. The Company may revise and update this TOU at any time for any reason in its sole and absolute discretion, effective immediately on posting the same to our Sites. The TOU will indicate at the beginning (top of the page) the date on which the current TOU was last revised and effective. It is your responsibility to check the then-current TOU for any changes. YOU AGREE THAT THE MOST RECENT VERSION OF THIS TOU LEGALLY BINDS YOU FOR ANY OF YOUR ACCESS OR USE OF THE SITES AND ANY SERVICES, AND YOU FURTHER AGREE THAT THE MOST RECENT TOU VERSION SUPERSEDES AND REPLACES THE PRIOR VERSION AND BINDS YOU FOR THE ENTIRETY OF ANY UNEXPIRED AND ACTIVE TERMS OF YOUR SUBSCRIPTIONS TO ANY SERVICES.
  2. If you enter into a separate written agreement with the Company, executed physically or digitally (e.g. DocuSign®) by both you and the Company, for you to access or use any Sites or Services, to the extent that the terms of any Other Company Agreement conflict with the terms of this TOU, the conflicting terms of such Other Company Agreement will override the conflicting terms of this TOU unless the Other Company Agreement states the contrary.
  3. Terms and Conditions Governing API Usage
  4. As a Service, the Company may provide application program interfaces and accompanying software code and documentation (any or all are “the Company API”) to access and use proprietary Company information and data about URLs (“Company Data”).
  5. If the Company provides you any Company API via a secret access key, subject to this TOU, then the Company grants you a worldwide, limited, non-exclusive, non-transferable license to make a reasonable number of copies of and use the Company API to access the Company Data to use other Services. If you use or publicly display any Company Data accessed with any Company API, you also will comply with any Company link and attribution guidelines on the Sites from time to time.
  6. You may not resell or redistribute any proprietary Company API that the Company licensed to you or any Company Data via your own API or offer it to any third parties.
  7. The Company reserves the right to suspend or terminate access to any Company API at any time and for any reason, with or without cause. If your access to any Company API is suspended or terminated, you have no rights associated with such Company API and you acknowledge that you will not be entitled to any refund or other compensation whatsoever.
  8. Terms and Conditions Governing Software as a Service Use and Subscriptions

Certain Services include Company proprietary software as a service accessed and used from the Sites, including but not limited to Company Services and SaaS; if you are a User of or Subscriber to any such Services, then you are also subject to the following specific terms and conditions.

  1. Terms and Conditions Governing Company Services and SaaS Subscriptions

If you purchase from any of the Sites subscriptions Company Services or SaaS to manage business listing information and/or location data using Company IRP, you are subject to the TOU and particularly the following related to your Company Services subscription(s).

(1.) Fees. You agree to immediately pay the Company for each managed location for recurring one-year terms beginning on the date of each payment (all payments are “the Company Service Fees”). The Company incurs third-party costs for each Company Subscriber immediately after the Subscriber submits data to the Company Services, so you agree that ALL PAYMENTS ARE FINAL and the Company is not obligated whatsoever for any partial or complete refunds, including for any renewal payments described in paragraph (3.) below.

(2.) Scope of Services. Subject to this TOU (including payment), the Company will distribute data to certain location data aggregators and business listing services and may offer additional reports and tools related to this data. These services are described in greater detail on the Sites.

(3.) Renewal. Each business location renews annually within 30 days of the anniversary of the previous payment for that location. If your renewal payment fails, you will no longer have any rights under this TOU related to your previously purchased Company Services business location(s), including the right to manage your site until your payments are current. Failure to renew a listing in a timely manner (prior to the date of annual renewal) will result in loss of any special or custom pricing terms associated with a business location.

(4.) Pricing Changes. The Company may change its Company Service Fees from time to time; with respect to new pricing for renewals, The Company will provide at least thirty (30) days’ notice by email and/or posting any new fee schedule on the Site for the Company Services.

(5.) Customer Management of Each Service.

(a.) Cancellation. You may cancel a Company Service only using the Company Services dashboard or by Email Request. Cancellation is immediate, irreversible and must occur prior to the expiration of the Service term to avoid related renewal fees. Cancellation removes the Service and associated data. Your cancellation of any Service will not under any circumstances entitle you to any complete or partial refunds whatsoever for such canceled service.

(b.) Changes and Updates. You may make limited changes and updates to a website during the related term. However, if you make changes to core data — such as domain name, phone number, or location address — that the Company is unable to validate using third-party services such as Google or Facebook, the Company may not be able to update your changes with location data aggregators and social media services following submission. This validation policy protects you and other customers from having business locations listing data hijacked by unauthorized agents.

(6.) Additional Company Local Subscriber Obligations and Acknowledgements. You acknowledge and agree as follows:

(a.) By purchasing Company Services, you warrant that you own the related company or are otherwise authorized to represent the company as of when you pay the related Company Service Fees.

(b.) To periodically review and confirm the accuracy of submitted business listing information.

(c.) The Company may occasionally require you to submit proof by email of authorization to represent a Company Service and failure to comply with any request may result in cancellation of your Service(s).

(d.) Your Services(s) may be transferred to another person or entity if that person or entity can sufficiently demonstrate resulting ownership (no such transfer will result in any refunds, however).

(e.) Another agent may submit information to the Company Services or a location listing provider which may override information you submitted about a business location.

(f.) The Company Services send location data to third-party location listing providers who may use this data in any way, and the Company cannot control their use once the data is sent to them.

(g.) Location data aggregators and business listing services are not obligated to accept your listing or any of the information you submit via the Company Services related to a business location.

(h.) The Company reserves complete right and discretion to change the mix of the Company Services location data aggregators and business listing services.

  1. Terms and Conditions Governing Subscriptions to All Other Company Software as a Service

These Services also include subscriptions to the Company Services and SaaS and other software as a service offering, and are subject to the TOU.

(1.) Subscription Payment. Subscribers must agree to the payment terms presented at the time you sign up for any Services. You are responsible for acting prior to renewal if you do not want to renew automatically. You may not receive notice of your renewal after subscribing, and you must visit your Subscription and Billing page to find out when your subscription renews. Subscriptions recur either monthly or annually in most cases, depending on the renewal term you choose on signup. You must ensure that the credit card information used for your account or subscription is current and accurate and that you are authorized to use that credit card. The Company may implement fraud-protection measures anytime including, without limitation, temporarily charging small amounts to validate your credit card and authorization.

(2.) Subscription Cancellation. For security, an email or phone call to the Company is not sufficient to cancel your Services subscription. You may cancel at any time by selecting the cancel button on your Subscription and Billing page. Cancellation does not entitle you to any refund whatsoever. You will continue to have access to the Sites and Services you have paid for until the end of your subscription term but will lose access if the subscription is not in good standing.

(3.) No Refunds. The Company will not provide you any refunds at any time. If you cancel your subscription, The Company is not obligated to refund fees for any portion of your subscription term. If you choose to downgrade your subscription during your subscription term, you may be entitled to a pay a lower, prorated amount as of the date of renewal, but you are not entitled to any refund at any time.

(4.) Multiple Subscriptions. Each subscription has a credit card associated with it. If a subscription is suspended for inability to process that credit card, and you subscribe to a second Company Service while that first Service is suspended (e.g. changing the credit card for the new subscription) but before the original subscription is canceled (currently 18 days, subject to change), The Company may use the valid payment credit card for the second subscription to re-initiate the suspended Service.

  1. Terms and Conditions Governing All Users of and Subscribers to Sites or Services
  2. The Services are available only to Users and Subscribers who:
  1. Are human (not bots, except for certain authorized API users) and with minimum ages of 13 years old for Users and 18 years old for Subscribers;
  2. Submit and then maintain truthful and accurate account information;
  3. Do not impersonate any other person or entity or otherwise misrepresent their identity in a profile or elsewhere on the Sites;
  4. Have a valid email address; and
  5. Do not to authorize third parties unaffiliated through an employer-employee or entity ownership relationship to use their account, profile, or messages or otherwise resell the Services to multiple unaffiliated persons or parties (e.g. “group buys” or “buyers’ clubs”).
  1. You agree that you have or will enter into agreements with your individual users who access any Sites or Services on your behalf that protect the Company, and any Company Content, Sites, or Services as much as this TOU.
  2. If the Company, through any Sites, Services, or otherwise, provides you user authentication and access tools (i.e., username, password, access keys, etc.) for secure access to any Site or Services, you agree to keep that account access information protected, secure, and confidential, and not share it with others in any way that breaches this TOU. You agree that the Company in its sole and absolute discretion may block you from any secure and restricted parts of any Sites or Services. You also agree to notify the Company immediately of any unauthorized access to or use of secure and restricted parts of any Sites or Services that you (including but not limited to any of your users) know or should reasonably know about.
  3. You agree that your rights in a subscription or use of any paid Services (including, for example, the ability to change a password associated with a Company Website account) may depend on demonstrating that you have paid for the subscription to any applicable Services or Sites.
  4. You acknowledge that if you sign up for any Services and pay via credit card, and the Company cannot charge your credit card at renewal, the Company may cancel your subscription and you may lose access to the Services and any data associated with your subscription.
  5. While some Services may be paid for via invoice pursuant to another Company Agreement, the Company may quote additional fees for invoiced accounts. If the Company has entered into an invoicing relationship with you, the following terms apply unless superseded by another Company Agreement: You agree to pay all undisputed invoices within 30 days. You agree that the Company may charge interest of 1.5% per month for past due invoices, or the highest rate permitted by law, and you are liable for reasonable attorney fees and collection costs arising from the Company efforts to collect on past due amounts. If you fail to pay an invoice, the Company reserves the right to cancel your subscription and access to any Sites or Services, and any data associated with your subscription or the Services.
  6. Taxes. The price, fees, and other amounts payable to the Company under this TOU do not include any sales, use, or other similar taxes assessed or imposed by any governmental authority. With regard to such amounts, you will pay or reimburse the Company for all such charges as invoiced or provide certificates or other evidence of exemption.
  7. You acknowledge that portions of the Sites and Services are publicly available or available to other Users and may be accessible by syndication programs (including data feed tools), search engines, metasearch tools, crawlers, meta-crawlers, and other similar programs.
  8. The Company reserves the right to monitor your communications to the extent they are facilitated by any Sites or Services, and may disclose content and information about you, including content contained within your communications, if the Company deems it reasonably necessary to: (1.) conform to legal requirements or respond to legal process; (2.) ensure your compliance with this TOU, the Company Privacy Policy, and/or the Company Community Etiquette; or (3.) protect the rights, property, personal safety, or interests of the Company, its employees, customers, or the public.
  9. User Obligations Regarding User-Generated Content

You assume the following obligations with respect to any information, profiles, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials that you upload, publish, or display on or through any Sites or Services, whether publicly posted or privately transmitted (“User-Generated Content”):

  • You assume legal responsibility for all your User-Generated Content.
  • You agree that no proprietary rights including but not limited to copyright, trademark, trade secret, publicity or privacy rights, or any other intellectual property rights are being violated by your posting, transmission or sharing of any User-Generated Content via any Sites or Services.
  • You agree not to post, transmit, or share User-Generated Content on any Sites or Services that you:
    • Lack of authority or permission to post, transmit, or share, or
    • That violates in any way the rights of other persons or solicits, encourages, or promotes illegal activities, including but not limited to activities that threaten, abuse in any way, harass, defame, libel, disparage, invade the privacy or publicity rights of other persons or that are vulgar, obscene, bigoted or hateful, profane, scandalous, obscene.
  1. No Company Responsibility for User-Generated Content

The Company assumes no obligations to screen and does not routinely pre-screen any User-Generated Content that you upload, publish, or display on or through any Sites or Services. The Company does not guarantee the accuracy, integrity, appropriateness, quality, or validity of any User-Generated Content. User Generated Content does not necessarily represent the views or opinions of the Company and under no circumstances whatsoever will the Company be liable for any User-Generated Content, including without limitation liability related to any loss or damage of any kind incurred from using any User-Generated Content uploaded, published, or displayed on or through any Sites or Services. Only you are solely responsible (at your own expense) for creating backup copies and replacing any of your User-Generated Content. While you agree that the Company is not obligated to, the Company may remove any User-Generated Content at any time at its sole discretion, including User-Generated Content that in the Company’s sole judgment violates this TOU or is offensive, illegal, or violates the rights of any person or entity, or harms or threatens the safety of any person or entity. The Company assumes no obligation to maintain or store any User-Generated Content. The Company may delete, modify, or restrict the display of User-Generated Content at any time for any reason, including but not limited to a change in Subscriber account level, Services cancellation, violation of the TOU, or violation of the the Company Community Etiquette; once deleted, User-Generated Content may not be retrieved.

  1. Company Permitted Use of User-Generated Content and User Data
  2. The Company does not claim ownership of User-Generated Content. Subject to the rights granted to the Company in this TOU, you retain full ownership of all of the User-Generated Content to the extent you would otherwise have intellectual property or other proprietary rights associated with it.
  3. You authorize the Company to use and copy any User-Generated Content that you upload, publish, or display on or through any Sites or Services as the Company deems necessary to facilitate the posting and storage of such User-Generated Content.
  4. You further authorize the Company to anonymize and aggregate User-Generated Content and any other data you share with the Company (“User Data”), including data associated with your Google Analytics and social media profiles, and by way of example and not limitation, to provide current or future services and for benchmarking, research and development, data products, or other marketing purposes. By uploading, publishing, or displaying User Data on or through any Sites or Services (including authorization to access any third-party account or profile), you grant the Company, its affiliates, and partners an irrevocable, perpetual, worldwide, royalty-free, non-exclusive license (with the right to sublicense) to use anonymized and aggregated User-Generated Content and User Data, in all present and future media, and in any manner relating to the Company’s business including to provide any Sites or Services.
  5. For any User-Generated Content that you upload, publish, or display on or through any community portions of the Sites (“Interactive Content”), including without limitation your User Profile, your website, the Company Blog, and the Q&A service, and any future Company Sites or Services that are designed to be viewed by the public or other Subscribers, you grant to the Company, its affiliates, and partners an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, transferable license (with the right to sublicense) to use, reproduce, translate, alter, publicly perform, publicly display, modify, adapt, publish, excerpt (in whole or in part), and distribute such Interactive Content, in whole or in part, in all present and future media and in any manner relating to the Company business (including, without limitation, on the sites of our affiliates, partners, and others with whom the Company may have business relationships relating to any Sites or Services). You further agree that the Company is free to use any ideas, know-how, concepts, techniques, or other materials implied by Interactive Content. You acknowledge that the Company may retain archived copies of such Interactive Content. Subject to the preceding, you may remove Interactive Content from the Sites at any time.
  6. Except for the rights to access and use the Services expressly granted to you by this TOU, the Company retains all right, title, and interest in and to any Sites or Services, including all related intellectual property rights. Any Sites or Services are protected by applicable intellectual property laws in the US and internationally. No grant or transfer of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, upon termination or expiration of this TOU as applicable to you, all rights and licenses granted to you under this TOU shall terminate.
  7. Services Limitations; Availability

The Company may limit the use of any Sites or Services at its discretion, including the frequency with which you may access any Sites or Services or your ability to post User-Generated Content. The Company reserves the right to modify, update, interrupt, suspend or discontinue, temporarily or permanently, all or a part of any Sites or Services without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any Sites or Services. You are also responsible for providing all the equipment you use to access any Sites or Services.

  1. User Feedback and Beta Services
  2. “Feedback” means any ideas, suggestions, or comments that you provide to the Company related to any Sites, Services, or any other Company technologies, products, service, or business activities (in beta, pre-release, or released versions). You agree that you have no expectation of, and the Company has no obligations for, confidentiality or privacy in any Feedback. You grant the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish, or perform any Feedback and to make, have made, sell, offer to sell, and import any products, services, or materials existing now or in the future that include or incorporate any of your Feedback, including but not limited to any Sites or Services.
  3. From time to time, the Company may add new features to the Services that may be described as “beta” services or features (collectively, “Beta Features”). Beta Features will be considered part of the Sites or Services and all provisions of this TOU relating to any Sites or Services will apply to the Beta Features as well. Users acknowledge that Beta Features may be untested, non-functional, and/or partially functional features of the Sites or Services. If you use a Beta Feature, you do so at your own risk. Notwithstanding anything else in this TOU to the contrary, Beta Features are provided “AS IS” and the Company disclaims any warranties associated with any Beta Feature. You assume and bear any risk that Beta Features may harm or interrupt operation of your software or hardware.
  4. Services Credits

The Company occasionally and in its sole discretion may offer Subscribers opportunities to earn credits toward future Services (“Service Credits”), including, for example, Service Credits for new Subscriber referrals. Service Credits may be revoked at any time and for any reason at the Company discretion, and are never redeemable for cash, exchanged, sold, or rolled into a separate account. Reasons why the Company might exercise discretion and revoke and void Service Credits include but are not limited to a referred account that is not an actual person or company, is otherwise not in good standing, or was fraudulently obtained. The Company in its sole discretion may also undertake other actions (such as terminating your subscription or banning you from any future referral program) for such behavior. Unused credits may expire at the discretion of the Company.

  1. Trademarks; Copyrights; Proprietary Rights; and Use Restrictions
  2. As between you and the Company, other than User-Generated Content, the Company owns all right, title, and interest in any Sites or Services, including without limitation the visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of any Sites or Services (“Company Content”).
  3. The Company owns the copyrights, trademarks, service marks, trade names, and other intellectual property and proprietary rights throughout the world associated with the Company Content, the Sites, and the Services.

Moreover, anything on the Sites that identifies or distinguishes the Company from any other goods and services are registered or unregistered trademarks of the Company (the “Company Trademarks”).

Except as otherwise permitted by law, you agree not to display or use in any manner the the Company Trademarks without Company prior written consent.

  1. Subject to any of your rights under applicable law (e.g. as a licensee of software under applicable legislation deriving from EU Directive 2009/24/EC, if applicable), you shall not, nor shall you assist anyone else to: (1.) modify, distribute, adapt, decompile, disassemble, reverse-assemble, reverse-engineer, or prepare derivative works from any computer code or any other materials relating to Company Content or other Company technology; (2.) use, evaluate, or view Company Content for the purpose of designing, modifying, or otherwise creating any software program, or any portion thereof, that performs functions similar to the functions performed by any Services, or to compete with the Company; (3.) knowingly access or use Company Content in a manner that abuses or disrupts the Company networks, security systems, user accounts, or any Sites or Services or those of any third party, or attempt to gain unauthorized access to any of the above through unauthorized means; (4.) market, offer to sell, and/or resell any Services unless authorized in another Company Agreement or other written agreement executed on behalf of Company by its authorized representative; (5.) use Company Content in violation of this TOU or Other Company Agreement, or any Company policies, applicable laws, ordinances, or regulations; (6.) use any Sites or Services to send unsolicited or unauthorized advertising, junk mail, or spam; (7.) harvest, collect, or gather information or data regarding other Company users without their consent; (8.) transmit through or upload on any Sites or Services any material that may infringe the intellectual property or other proprietary rights of third parties, including any trademark, copyright, data privacy, or right of publicity; (9.) transmit or post on any Sites or Services any material that contains software viruses or other malicious or harmful computer code, files, or programs; (10.) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of The Company Content; (11.) circumvent or disable any usage rules or other security features for or used by any Sites or Services; or (12.) disclose, reproduce, summarize, distribute, or use any Sites or Services except as necessary to exercise the rights granted to you in this TOU. The Company shall have sole and exclusive discretion to determine violations of these restrictions and then may immediately suspend your account and access to any Sites or Services for violations of these restrictions.
  2. Except for your rights to access and use any Sites or Services and the The Company Content expressly granted by this TOU, The Company retains all right, title, and interest in and to The Company Content and any Sites or Services, including all related intellectual property rights. The Company Content and any Sites or Services are protected by applicable intellectual property laws in the US and internationally. No grant or transfer of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, on termination or expiration of this TOU, all rights and licenses granted to you under this TOU shall terminate.
  3. Copyright Infringement

If you believe that your work has been used related to this TOU in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify The Company at the email at the top of this document.

You must provide all of the following in writing: identify the copyrighted work that you claim has been infringed (or if multiple copyrighted works, then a representative list of such works); identify the content on the Services that you claim is infringing with enough detail so that The Company may locate it; your statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; your statement declaring that the notification is accurate, and, under penalty of perjury, that you are the exclusive owner of the copyright interest involved or that you are authorized to act on behalf of the exclusive owner; information reasonably sufficient to permit The Company to contact you, i.e. address, telephone number, and email address; and your physical or electronic signature.

On receiving your above notice, The Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the disputed use from the Sites or Services or termination of the posting account.

  1. User Indemnification of the Company for Certain Actions

You agree to indemnify and hold the Company and its affiliates, officers, agents, subsidiaries, partners, and employees harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party arising from (1.) User-Generated Content or User Data you post, transmit, or make available through any Sites or Services; (2.) your unauthorized use of any Sites or Services; (3.) your connection to the Services, including your use of the Services, to provide a link to upload content or other information to other websites; or (4.) your violation of the TOU (including the Privacy Policy or The Company Community Etiquette); or (5.) your violation of any third party’s rights, including but not limited to any intellectual property rights.

  1. Warranties and Limitations

Each party warrants and represents that it shall comply with all applicable laws and regulations in performing its obligations under this TOU. EXCEPT FOR ANY EXPRESS WARRANTY IN THIS TOU, THE COMPANY AND ITS THIRD-PARTY SUPPLIERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES REGARDING ANY THE COMPANY CONTENT, SITES, OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND QUALITY. THE COMPANY AND ITS THIRD-PARTY SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY, OR COMPLETENESS OF ANY SITES OR SERVICES OR THE RESULTS YOU MAY OBTAIN FROM THEIR USE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY AND ITS THIRD-PARTY SUPPLIERS DO NOT REPRESENT OR WARRANT THAT (1.) THE OPERATION OR USE OF ANY SITES OR SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR (2.) THE QUALITY OF ANY SITES OR SERVICES WILL MEET YOUR OR ANY OTHER REQUIREMENTS. YOU ACKNOWLEDGE THAT NEITHER THE COMPANY NOR ITS THIRD-PARTY SUPPLIERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT ANY SITES OR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES, AND THEREFORE NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY SUPPLIERS ARE RESPONSIBLE FOR ANY DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY THE COMPANY, ANY SITES OR SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” Users or Subscribers may have additional rights as a consumer under local law that this TOU cannot change.

  1. THIRD-PARTY SOFTWARE; LIABILITY LIMITATION; EXCLUSIVE REMEDIES FOR USERS AND SUBSCRIBERS
  2. Third-Party Software. You are solely and entirely responsible for any third-party software that you obtain and use in connection with any Sites or Services. The Company exercises no control over such third-party software and is not responsible for its performance. Your purchase or use of such software shall be governed by the terms and conditions of such third parties, and you may, therefore, be asked to accept terms and conditions at the time of purchase and/or access. The Company is not responsible or liable, directly or indirectly, for any damage or loss caused to you by use of or reliance on any third-party software. You are responsible for all fees charged to you by third parties, or such software or other services you require related to accessing or using any Sites or Services. You are responsible for obtaining all licenses for third-party software for your use with any Sites or Services. If the Company believes that you lack necessary rights to use any third-party software that you depend on or use with any Sites or Services, The Company may suspend or terminate your access to such Sites or Services.
  3. EXCLUSIONS OF CERTAIN DAMAGES AND LIMITATIONS OF LIABILITY. You agree that these exclusions of damages and limitations of liability are a fundamental element of the parties’ agreements in this TOU.

(1.) Under no circumstances will The Company or any of its third-party suppliers or any of their respective affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Sites or transmitted to or by you or any other Users or Subscribers.

(2.) TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER The Company NOR ANY OF ITS THIRD-PARTY SUPPLIERS SHALL BE LIABLE TO YOU OR ANYONE ELSE, INCLUDING BUT NOT LIMITED TO ANY ORGANIZATIONS, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES RESULTING FROM ANY ACCESS TO OR USE OF ANY SITES OR SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF The Company OR ANY OF ITS THIRD-PARTY SUPPLIERS WERE ADVISED THAT SUCH DAMAGES WERE POSSIBLE. The disclaimer in the preceding sentence includes any damages arising from your inability to access or use any Sites or Services (including due to modification, suspension, blocking, discontinuance, cancellation, or termination of any Services or any part thereof). Without limiting the foregoing, you specifically acknowledge and agree that neither The Company nor any of its third-party suppliers is liable for the defamatory, offensive, infringing, breaching, the fraudulent, or illegal conduct of other users, subscribers, or third parties and that any risk from the foregoing are assumed entirely by you. These limitations apply to any matter related to any Sites, Services, or their content; third-party Internet sites, programs, or conduct; viruses or other disabling features; incompatibility between any Sites or Services and other services, software, or hardware; and any delay or failure in initiating, conducting, or completing any transmission or transaction connected with any Sites or Services in an accurate or timely manner.

(3.) Limitation of Liability. Any liability of The Company or any of The Company’s third-party suppliers of any kind arising out of or related to this TOU (including but not limited to warranty claims) or any of your use of the Sites or Services, regardless of the forum and whether any action or claim is based on breach of contract, breach of warranty, tort (including negligence), or any other legal theory, shall not exceed the greater of (a.) the total amount paid by you to The Company to access or use any Sites or Services giving rise to such liability during the six (6) months immediately preceding the date the liability arose or (b.) twenty United States dollars (USD$20.00).

(4.) This Section 15.B. applies even if this remedy does not fully compensate you for any losses or fails its essential purpose; or even if The Company or any of its third-party suppliers knew or should have known about the possibility of the losses, liability, or damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or limitation of liability for certain claims or causes of action, so the above limitations or exclusions may not apply to you in these jurisdictions.

  1. Special Admonitions for International Use
  2. Your Internet use may be global; thus, you agree to comply with all local rules and laws regarding your access and use of any Sites or Services through the Internet, and without limitation, you will comply with all applicable laws regarding obscene and indecent content and transmitting technical data exported from the United States or the country in which you reside.
  3. With respect to any personal data (as defined under the General Data Protection Regulation[GDPR] [EU] 2016/679 and any other applicable data protection legislation) (“Personal Data”) which The Company processes on your behalf, The Company Pro does not process any Personal Data as a part of its core function and The Company Local would only process Personal Data in the unlikely event that the business listing and location information managed by The Company Local were to include the Personal Data of data subject. Thus, The Company is more typically the Data Controller and is not a Data Processor to Personal Data in which you are a Data Controller. However, in the unlikely event that you believe The Company is a Data Processor to you as a Data Controller, please contact The Company at the email address at the top of this document, and The Company can consider if it is necessary under applicable law for you to appoint The Company as a Data Processor pursuant to an appropriate Data Processor agreement/addendum.
  4. Termination

Upon termination of Services, any payment liabilities owed to The Company and accrued prior to the effective date of the termination will survive. In addition to any obligations or restrictions in the TOU that by their nature should reasonably survive termination of this TOU, the following sections shall also survive termination of this TOU: 1.A., 1.D.(1.), 1.D.(3.), 1.F., 2.C., 3.A.(1.), 3.A.(6.)(a.), 3.B.(1.), 3.B.(3.), 4.C., 4.F., 4.G., 4.J., 5., 6., 7.C. to 7.E., 8., 9., and 11. to 18. You are solely responsible for removing your information and material from any Sites or Services prior to any termination. The Company is not obligated to retain your information, material, or data following termination.

  1. Miscellaneous Clauses
  2. Changes to Services. The Company may change any Sites or Services from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of such Sites or Services. Your access to and use of any Sites or Services depends on you complying with any applicable laws or this TOU.
  3. Force Majeure. Neither you nor The Company will be liable to the other for any delay or failure to perform any obligation under this TOU if the delay or failure is due to circumstances beyond such party’s reasonable control. The affected party will notify the other party of such event and resume performance as soon as reasonably practicable.
  4. Notices. If the Company must send you additional information regarding the TOU or any Sites or Services, you consent to receive this information electronically. The Company may provide required information to you by email at any address you registered with the Sites or Services or via posting on the Sites or Services. Notices provided to you via email are effective on the transmission date. You will provide The Company any written notice under this TOU by email to the email address at the top of this document
  5. Forum and Jurisdiction. This TOU is governed by the laws of the State of Washington, USA, without regard to its conflict of law provisions. You irrevocably consent to the exclusive jurisdiction of the state and federal courts located in King County, Washington, USA to resolve any dispute, claim, or controversy that arises from this TOU.
  6. Additional Rights and Obligations. This TOU shall neither obligate The Company, nor provide any rights, to any third-party whatsoever as an intended third-party beneficiary under this TOU. You and The Company are independent contractors without authority to bind each other or to make any representations on behalf of the other party, and you and The Company shall not be held to be partners or co-ventures. If any provision of this TOU is held invalid or unenforceable, such provision shall be held superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party’s failure to act with respect to a breach of this TOU does not constitute a waiver or affect that party’s rights to act subsequently. You may not assign rights or delegate any duties under this TOU without prior written notice to and consent by The Company. This TOU will bind any permitted successors and permitted assigns.
  7. Entire Agreement. The TOU (along with the Privacy Policy, The Company Community Etiquette, and any Subscriber agreement or other agreement accepted by you and an authorized representative of The Company that is incorporated by reference into the TOU) constitutes the entire agreement between you and The Company and governs your access to and use of any Sites or Services, superseding any prior agreements between you and The Company (including, but not limited to, any prior versions of the TOU). In no case shall any terms on a purchase order or other non-The Company ordering document from you apply to, in addition to, or otherwise be included in the provisions of this TOU without The Company’s prior written consent and agreement. No modification of this TOU is binding unless it is in writing and signed by you and The Company.

Content and any Sites or Services are protected by applicable intellectual property laws in the US and internationally. No grant or transfer of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, on termination or expiration of this TOU, all rights and licenses granted to you under this TOU shall terminate.

12. Copyright Infringement

If you believe that your work has been used related to this TOU in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify

Terms of Use (TOU) Effective Date of this version: 28 September 2018. (Prior TOU version dated Day Month Year.)

Want to contact us about this TOU? All issues should be addressed to the email address at the top of this document.

  1. Overview and Important Definitions
  2. This Terms of Use (“TOU”) is a legally binding contract between the Company and you, as a user of or subscriber to the Site or its services. The most current versions of the Company Privacy Policy and Company Community Etiquette are incorporated into this TOU by this reference, and supersede and replace all prior versions of the same.
  3. The Company offers businesses and individuals access to resources for search engine optimization, online marketing, and online local business listing management, including, without limitation, link analysis tools, downloadable toolbars, application program interfaces (“APIs”), software as a service available on a subscription basis, website profile services, search analytics, blogs, user-generated/personalized content tools, industry surveys, and opinion polls (any or all are “Services”).
  4. The Company Services are available from Our web domains.
  5. TOU Acceptance and Agreement; Users and Subscribers.

(1.) By accessing or using any Sites or Services, or by clicking or checking a box indicating “I agree,” “I accept,” or any similar expression of the agreement while purchasing or obtaining access to any portion of any Sites or Services, you agree to be legally bound by this TOU. (Please print a copy of this TOU for your records.) If you do not agree to the TOU, you are not authorized to use and you must cease using any Sites or Services.

(2.) You may access portions of any Sites or Services with a free account as a user (“User”). While access to certain other portions of the Sites and selected features of the Services is free, The Company may charge fees for features and benefits associated with any Sites or Services at any time. Any User who pays to access or use parts of the Sites or Services is a “Subscriber” in this TOU. References to the terms “you” or “your” in the TOU refer to Users or Subscribers, as applicable.

(3.) If you accept this TOU on behalf of any other person(s) or organization(s), then you represent to the Company that you are legally authorized to do so, and “you” or “your” therefore also includes those other person(s) or organization(s).

  1. The Company may revise and update this TOU at any time for any reason in its sole and absolute discretion, effective immediately on posting the same to our Sites. The TOU will indicate at the beginning (top of the page) the date on which the current TOU was last revised and effective. It is your responsibility to check the then-current TOU for any changes. YOU AGREE THAT THE MOST RECENT VERSION OF THIS TOU LEGALLY BINDS YOU FOR ANY OF YOUR ACCESS OR USE OF THE SITES AND ANY SERVICES, AND YOU FURTHER AGREE THAT THE MOST RECENT TOU VERSION SUPERSEDES AND REPLACES THE PRIOR VERSION AND BINDS YOU FOR THE ENTIRETY OF ANY UNEXPIRED AND ACTIVE TERMS OF YOUR SUBSCRIPTIONS TO ANY SERVICES.
  2. If you enter into a separate written agreement with the Company, executed physically or digitally (e.g. DocuSign®) by both you and the Company, for you to access or use any Sites or Services, to the extent that the terms of any Other Company Agreement conflict with the terms of this TOU, the conflicting terms of such Other Company Agreement will override the conflicting terms of this TOU unless the Other Company Agreement states the contrary.
  3. Terms and Conditions Governing API Usage
  4. As a Service, the Company may provide application program interfaces and accompanying software code and documentation (any or all are “the Company API”) to access and use proprietary Company information and data about URLs (“Company Data”).
  5. If the Company provides you any Company API via a secret access key, subject to this TOU, then the Company grants you a worldwide, limited, non-exclusive, non-transferable license to make a reasonable number of copies of and use the Company API to access the Company Data to use other Services. If you use or publicly display any Company Data accessed with any Company API, you also will comply with any Company link and attribution guidelines on the Sites from time to time.
  6. You may not resell or redistribute any proprietary Company API that the Company licensed to you or any Company Data via your own API or offer it to any third parties.
  7. The Company reserves the right to suspend or terminate access to any Company API at any time and for any reason, with or without cause. If your access to any Company API is suspended or terminated, you have no rights associated with such Company API and you acknowledge that you will not be entitled to any refund or other compensation whatsoever.
  8. Terms and Conditions Governing Software as a Service Use and Subscriptions

Certain Services include Company proprietary software as a service accessed and used from the Sites, including but not limited to Company Services and SaaS; if you are a User of or Subscriber to any such Services, then you are also subject to the following specific terms and conditions.

  1. Terms and Conditions Governing Company Services and SaaS Subscriptions

If you purchase from any of the Sites subscriptions Company Services or SaaS to manage business listing information and/or location data using Company IRP, you are subject to the TOU and particularly the following related to your Company Services subscription(s).

(1.) Fees. You agree to immediately pay the Company for each managed location for recurring one-year terms beginning on the date of each payment (all payments are “the Company Service Fees”). The Company incurs third-party costs for each Company Subscriber immediately after the Subscriber submits data to the Company Services, so you agree that ALL PAYMENTS ARE FINAL and the Company is not obligated whatsoever for any partial or complete refunds, including for any renewal payments described in paragraph (3.) below.

(2.) Scope of Services. Subject to this TOU (including payment), the Company will distribute data to certain location data aggregators and business listing services and may offer additional reports and tools related to this data. These services are described in greater detail on the Sites.

(3.) Renewal. Each business location renews annually within 30 days of the anniversary of the previous payment for that location. If your renewal payment fails, you will no longer have any rights under this TOU related to your previously purchased Company Services business location(s), including the right to manage your site until your payments are current. Failure to renew a listing in a timely manner (prior to the date of annual renewal) will result in loss of any special or custom pricing terms associated with a business location.

(4.) Pricing Changes. The Company may change its Company Service Fees from time to time; with respect to new pricing for renewals, The Company will provide at least thirty (30) days’ notice by email and/or posting any new fee schedule on the Site for the Company Services.

(5.) Customer Management of Each Service.

(a.) Cancellation. You may cancel a Company Service only using the Company Services dashboard or by Email Request. Cancellation is immediate, irreversible and must occur prior to the expiration of the Service term to avoid related renewal fees. Cancellation removes the Service and associated data. Your cancellation of any Service will not under any circumstances entitle you to any complete or partial refunds whatsoever for such canceled service.

(b.) Changes and Updates. You may make limited changes and updates to a website during the related term. However, if you make changes to core data — such as domain name, phone number, or location address — that the Company is unable to validate using third-party services such as Google or Facebook, the Company may not be able to update your changes with location data aggregators and social media services following submission. This validation policy protects you and other customers from having business locations listing data hijacked by unauthorized agents.

(6.) Additional Company Local Subscriber Obligations and Acknowledgements. You acknowledge and agree as follows:

(a.) By purchasing Company Services, you warrant that you own the related company or are otherwise authorized to represent the company as of when you pay the related Company Service Fees.

(b.) To periodically review and confirm the accuracy of submitted business listing information.

(c.) The Company may occasionally require you to submit proof by email of authorization to represent a Company Service and failure to comply with any request may result in cancellation of your Service(s).

(d.) Your Services(s) may be transferred to another person or entity if that person or entity can sufficiently demonstrate resulting ownership (no such transfer will result in any refunds, however).

(e.) Another agent may submit information to the Company Services or a location listing provider which may override information you submitted about a business location.

(f.) The Company Services send location data to third-party location listing providers who may use this data in any way, and the Company cannot control their use once the data is sent to them.

(g.) Location data aggregators and business listing services are not obligated to accept your listing or any of the information you submit via the Company Services related to a business location.

(h.) The Company reserves complete right and discretion to change the mix of the Company Services location data aggregators and business listing services.

  1. Terms and Conditions Governing Subscriptions to All Other Company Software as a Service

These Services also include subscriptions to the Company Services and SaaS and other software as a service offering, and are subject to the TOU.

(1.) Subscription Payment. Subscribers must agree to the payment terms presented at the time you sign up for any Services. You are responsible for acting prior to renewal if you do not want to renew automatically. You may not receive notice of your renewal after subscribing, and you must visit your Subscription and Billing page to find out when your subscription renews. Subscriptions recur either monthly or annually in most cases, depending on the renewal term you choose on signup. You must ensure that the credit card information used for your account or subscription is current and accurate and that you are authorized to use that credit card. The Company may implement fraud-protection measures anytime including, without limitation, temporarily charging small amounts to validate your credit card and authorization.

(2.) Subscription Cancellation. For security, an email or phone call to the Company is not sufficient to cancel your Services subscription. You may cancel at any time by selecting the cancel button on your Subscription and Billing page. Cancellation does not entitle you to any refund whatsoever. You will continue to have access to the Sites and Services you have paid for until the end of your subscription term but will lose access if the subscription is not in good standing.

(3.) No Refunds. The Company will not provide you any refunds at any time. If you cancel your subscription, The Company is not obligated to refund fees for any portion of your subscription term. If you choose to downgrade your subscription during your subscription term, you may be entitled to a pay a lower, prorated amount as of the date of renewal, but you are not entitled to any refund at any time.

(4.) Multiple Subscriptions. Each subscription has a credit card associated with it. If a subscription is suspended for inability to process that credit card, and you subscribe to a second Company Service while that first Service is suspended (e.g. changing the credit card for the new subscription) but before the original subscription is canceled (currently 18 days, subject to change), The Company may use the valid payment credit card for the second subscription to re-initiate the suspended Service.

  1. Terms and Conditions Governing All Users of and Subscribers to Sites or Services
  2. The Services are available only to Users and Subscribers who:
  1. Are human (not bots, except for certain authorized API users) and with minimum ages of 13 years old for Users and 18 years old for Subscribers;
  2. Submit and then maintain truthful and accurate account information;
  3. Do not impersonate any other person or entity or otherwise misrepresent their identity in a profile or elsewhere on the Sites;
  4. Have a valid email address; and
  5. Do not to authorize third parties unaffiliated through an employer-employee or entity ownership relationship to use their account, profile, or messages or otherwise resell the Services to multiple unaffiliated persons or parties (e.g. “group buys” or “buyers’ clubs”).
  1. You agree that you have or will enter into agreements with your individual users who access any Sites or Services on your behalf that protect the Company, and any Company Content, Sites, or Services as much as this TOU.
  2. If the Company, through any Sites, Services, or otherwise, provides you user authentication and access tools (i.e., username, password, access keys, etc.) for secure access to any Site or Services, you agree to keep that account access information protected, secure, and confidential, and not share it with others in any way that breaches this TOU. You agree that the Company in its sole and absolute discretion may block you from any secure and restricted parts of any Sites or Services. You also agree to notify the Company immediately of any unauthorized access to or use of secure and restricted parts of any Sites or Services that you (including but not limited to any of your users) know or should reasonably know about.
  3. You agree that your rights in a subscription or use of any paid Services (including, for example, the ability to change a password associated with a Company Website account) may depend on demonstrating that you have paid for the subscription to any applicable Services or Sites.
  4. You acknowledge that if you sign up for any Services and pay via credit card, and the Company cannot charge your credit card at renewal, the Company may cancel your subscription and you may lose access to the Services and any data associated with your subscription.
  5. While some Services may be paid for via invoice pursuant to another Company Agreement, the Company may quote additional fees for invoiced accounts. If the Company has entered into an invoicing relationship with you, the following terms apply unless superseded by another Company Agreement: You agree to pay all undisputed invoices within 30 days. You agree that the Company may charge interest of 1.5% per month for past due invoices, or the highest rate permitted by law, and you are liable for reasonable attorney fees and collection costs arising from the Company efforts to collect on past due amounts. If you fail to pay an invoice, the Company reserves the right to cancel your subscription and access to any Sites or Services, and any data associated with your subscription or the Services.
  6. Taxes. The price, fees, and other amounts payable to the Company under this TOU do not include any sales, use, or other similar taxes assessed or imposed by any governmental authority. With regard to such amounts, you will pay or reimburse the Company for all such charges as invoiced or provide certificates or other evidence of exemption.
  7. You acknowledge that portions of the Sites and Services are publicly available or available to other Users and may be accessible by syndication programs (including data feed tools), search engines, metasearch tools, crawlers, meta-crawlers, and other similar programs.
  8. The Company reserves the right to monitor your communications to the extent they are facilitated by any Sites or Services, and may disclose content and information about you, including content contained within your communications, if the Company deems it reasonably necessary to: (1.) conform to legal requirements or respond to legal process; (2.) ensure your compliance with this TOU, the Company Privacy Policy, and/or the Company Community Etiquette; or (3.) protect the rights, property, personal safety, or interests of the Company, its employees, customers, or the public.
  9. User Obligations Regarding User-Generated Content

You assume the following obligations with respect to any information, profiles, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials that you upload, publish, or display on or through any Sites or Services, whether publicly posted or privately transmitted (“User-Generated Content”):

  • You assume legal responsibility for all your User-Generated Content.
  • You agree that no proprietary rights including but not limited to copyright, trademark, trade secret, publicity or privacy rights, or any other intellectual property rights are being violated by your posting, transmission or sharing of any User-Generated Content via any Sites or Services.
  • You agree not to post, transmit, or share User-Generated Content on any Sites or Services that you:
    • Lack of authority or permission to post, transmit, or share, or
    • That violates in any way the rights of other persons or solicits, encourages, or promotes illegal activities, including but not limited to activities that threaten, abuse in any way, harass, defame, libel, disparage, invade the privacy or publicity rights of other persons or that are vulgar, obscene, bigoted or hateful, profane, scandalous, obscene.
  1. No Company Responsibility for User-Generated Content

The Company assumes no obligations to screen and does not routinely pre-screen any User-Generated Content that you upload, publish, or display on or through any Sites or Services. The Company does not guarantee the accuracy, integrity, appropriateness, quality, or validity of any User-Generated Content. User Generated Content does not necessarily represent the views or opinions of the Company and under no circumstances whatsoever will the Company be liable for any User-Generated Content, including without limitation liability related to any loss or damage of any kind incurred from using any User-Generated Content uploaded, published, or displayed on or through any Sites or Services. Only you are solely responsible (at your own expense) for creating backup copies and replacing any of your User-Generated Content. While you agree that the Company is not obligated to, the Company may remove any User-Generated Content at any time at its sole discretion, including User-Generated Content that in the Company’s sole judgment violates this TOU or is offensive, illegal, or violates the rights of any person or entity, or harms or threatens the safety of any person or entity. The Company assumes no obligation to maintain or store any User-Generated Content. The Company may delete, modify, or restrict the display of User-Generated Content at any time for any reason, including but not limited to a change in Subscriber account level, Services cancellation, violation of the TOU, or violation of the the Company Community Etiquette; once deleted, User-Generated Content may not be retrieved.

  1. Company Permitted Use of User-Generated Content and User Data
  2. The Company does not claim ownership of User-Generated Content. Subject to the rights granted to the Company in this TOU, you retain full ownership of all of the User-Generated Content to the extent you would otherwise have intellectual property or other proprietary rights associated with it.
  3. You authorize the Company to use and copy any User-Generated Content that you upload, publish, or display on or through any Sites or Services as the Company deems necessary to facilitate the posting and storage of such User-Generated Content.
  4. You further authorize the Company to anonymize and aggregate User-Generated Content and any other data you share with the Company (“User Data”), including data associated with your Google Analytics and social media profiles, and by way of example and not limitation, to provide current or future services and for benchmarking, research and development, data products, or other marketing purposes. By uploading, publishing, or displaying User Data on or through any Sites or Services (including authorization to access any third-party account or profile), you grant the Company, its affiliates, and partners an irrevocable, perpetual, worldwide, royalty-free, non-exclusive license (with the right to sublicense) to use anonymized and aggregated User-Generated Content and User Data, in all present and future media, and in any manner relating to the Company’s business including to provide any Sites or Services.
  5. For any User-Generated Content that you upload, publish, or display on or through any community portions of the Sites (“Interactive Content”), including without limitation your User Profile, your website, the Company Blog, and the Q&A service, and any future Company Sites or Services that are designed to be viewed by the public or other Subscribers, you grant to the Company, its affiliates, and partners an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, transferable license (with the right to sublicense) to use, reproduce, translate, alter, publicly perform, publicly display, modify, adapt, publish, excerpt (in whole or in part), and distribute such Interactive Content, in whole or in part, in all present and future media and in any manner relating to the Company business (including, without limitation, on the sites of our affiliates, partners, and others with whom the Company may have business relationships relating to any Sites or Services). You further agree that the Company is free to use any ideas, know-how, concepts, techniques, or other materials implied by Interactive Content. You acknowledge that the Company may retain archived copies of such Interactive Content. Subject to the preceding, you may remove Interactive Content from the Sites at any time.
  6. Except for the rights to access and use the Services expressly granted to you by this TOU, the Company retains all right, title, and interest in and to any Sites or Services, including all related intellectual property rights. Any Sites or Services are protected by applicable intellectual property laws in the US and internationally. No grant or transfer of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, upon termination or expiration of this TOU as applicable to you, all rights and licenses granted to you under this TOU shall terminate.
  7. Services Limitations; Availability

The Company may limit the use of any Sites or Services at its discretion, including the frequency with which you may access any Sites or Services or your ability to post User-Generated Content. The Company reserves the right to modify, update, interrupt, suspend or discontinue, temporarily or permanently, all or a part of any Sites or Services without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any Sites or Services. You are also responsible for providing all the equipment you use to access any Sites or Services.

  1. User Feedback and Beta Services
  2. “Feedback” means any ideas, suggestions, or comments that you provide to the Company related to any Sites, Services, or any other Company technologies, products, service, or business activities (in beta, pre-release, or released versions). You agree that you have no expectation of, and the Company has no obligations for, confidentiality or privacy in any Feedback. You grant the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish, or perform any Feedback and to make, have made, sell, offer to sell, and import any products, services, or materials existing now or in the future that include or incorporate any of your Feedback, including but not limited to any Sites or Services.
  3. From time to time, the Company may add new features to the Services that may be described as “beta” services or features (collectively, “Beta Features”). Beta Features will be considered part of the Sites or Services and all provisions of this TOU relating to any Sites or Services will apply to the Beta Features as well. Users acknowledge that Beta Features may be untested, non-functional, and/or partially functional features of the Sites or Services. If you use a Beta Feature, you do so at your own risk. Notwithstanding anything else in this TOU to the contrary, Beta Features are provided “AS IS” and the Company disclaims any warranties associated with any Beta Feature. You assume and bear any risk that Beta Features may harm or interrupt operation of your software or hardware.
  4. Services Credits

The Company occasionally and in its sole discretion may offer Subscribers opportunities to earn credits toward future Services (“Service Credits”), including, for example, Service Credits for new Subscriber referrals. Service Credits may be revoked at any time and for any reason at the Company discretion, and are never redeemable for cash, exchanged, sold, or rolled into a separate account. Reasons why the Company might exercise discretion and revoke and void Service Credits include but are not limited to a referred account that is not an actual person or company, is otherwise not in good standing, or was fraudulently obtained. The Company in its sole discretion may also undertake other actions (such as terminating your subscription or banning you from any future referral program) for such behavior. Unused credits may expire at the discretion of the Company.

  1. Trademarks; Copyrights; Proprietary Rights; and Use Restrictions
  2. As between you and the Company, other than User-Generated Content, the Company owns all right, title, and interest in any Sites or Services, including without limitation the visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of any Sites or Services (“Company Content”).
  3. The Company owns the copyrights, trademarks, service marks, trade names, and other intellectual property and proprietary rights throughout the world associated with the Company Content, the Sites, and the Services.

Moreover, anything on the Sites that identifies or distinguishes the Company from any other goods and services are registered or unregistered trademarks of the Company (the “Company Trademarks”).

Except as otherwise permitted by law, you agree not to display or use in any manner the the Company Trademarks without Company prior written consent.

  1. Subject to any of your rights under applicable law (e.g. as a licensee of software under applicable legislation deriving from EU Directive 2009/24/EC, if applicable), you shall not, nor shall you assist anyone else to: (1.) modify, distribute, adapt, decompile, disassemble, reverse-assemble, reverse-engineer, or prepare derivative works from any computer code or any other materials relating to Company Content or other Company technology; (2.) use, evaluate, or view Company Content for the purpose of designing, modifying, or otherwise creating any software program, or any portion thereof, that performs functions similar to the functions performed by any Services, or to compete with the Company; (3.) knowingly access or use Company Content in a manner that abuses or disrupts the Company networks, security systems, user accounts, or any Sites or Services or those of any third party, or attempt to gain unauthorized access to any of the above through unauthorized means; (4.) market, offer to sell, and/or resell any Services unless authorized in another Company Agreement or other written agreement executed on behalf of Company by its authorized representative; (5.) use Company Content in violation of this TOU or Other Company Agreement, or any Company policies, applicable laws, ordinances, or regulations; (6.) use any Sites or Services to send unsolicited or unauthorized advertising, junk mail, or spam; (7.) harvest, collect, or gather information or data regarding other Company users without their consent; (8.) transmit through or upload on any Sites or Services any material that may infringe the intellectual property or other proprietary rights of third parties, including any trademark, copyright, data privacy, or right of publicity; (9.) transmit or post on any Sites or Services any material that contains software viruses or other malicious or harmful computer code, files, or programs; (10.) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of The Company Content; (11.) circumvent or disable any usage rules or other security features for or used by any Sites or Services; or (12.) disclose, reproduce, summarize, distribute, or use any Sites or Services except as necessary to exercise the rights granted to you in this TOU. The Company shall have sole and exclusive discretion to determine violations of these restrictions and then may immediately suspend your account and access to any Sites or Services for violations of these restrictions.
  2. Except for your rights to access and use any Sites or Services and the The Company Content expressly granted by this TOU, The Company retains all right, title, and interest in and to The Company Content and any Sites or Services, including all related intellectual property rights. The Company Content and any Sites or Services are protected by applicable intellectual property laws in the US and internationally. No grant or transfer of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, on termination or expiration of this TOU, all rights and licenses granted to you under this TOU shall terminate.
  3. Copyright Infringement

If you believe that your work has been used related to this TOU in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify The Company at the email at the top of this document.

You must provide all of the following in writing: identify the copyrighted work that you claim has been infringed (or if multiple copyrighted works, then a representative list of such works); identify the content on the Services that you claim is infringing with enough detail so that The Company may locate it; your statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; your statement declaring that the notification is accurate, and, under penalty of perjury, that you are the exclusive owner of the copyright interest involved or that you are authorized to act on behalf of the exclusive owner; information reasonably sufficient to permit The Company to contact you, i.e. address, telephone number, and email address; and your physical or electronic signature.

On receiving your above notice, The Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the disputed use from the Sites or Services or termination of the posting account.

  1. User Indemnification of the Company for Certain Actions

You agree to indemnify and hold the Company and its affiliates, officers, agents, subsidiaries, partners, and employees harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party arising from (1.) User-Generated Content or User Data you post, transmit, or make available through any Sites or Services; (2.) your unauthorized use of any Sites or Services; (3.) your connection to the Services, including your use of the Services, to provide a link to upload content or other information to other websites; or (4.) your violation of the TOU (including the Privacy Policy or The Company Community Etiquette); or (5.) your violation of any third party’s rights, including but not limited to any intellectual property rights.

  1. Warranties and Limitations

Each party warrants and represents that it shall comply with all applicable laws and regulations in performing its obligations under this TOU. EXCEPT FOR ANY EXPRESS WARRANTY IN THIS TOU, THE COMPANY AND ITS THIRD-PARTY SUPPLIERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES REGARDING ANY THE COMPANY CONTENT, SITES, OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND QUALITY. THE COMPANY AND ITS THIRD-PARTY SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY, OR COMPLETENESS OF ANY SITES OR SERVICES OR THE RESULTS YOU MAY OBTAIN FROM THEIR USE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY AND ITS THIRD-PARTY SUPPLIERS DO NOT REPRESENT OR WARRANT THAT (1.) THE OPERATION OR USE OF ANY SITES OR SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR (2.) THE QUALITY OF ANY SITES OR SERVICES WILL MEET YOUR OR ANY OTHER REQUIREMENTS. YOU ACKNOWLEDGE THAT NEITHER THE COMPANY NOR ITS THIRD-PARTY SUPPLIERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT ANY SITES OR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES, AND THEREFORE NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY SUPPLIERS ARE RESPONSIBLE FOR ANY DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY THE COMPANY, ANY SITES OR SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” Users or Subscribers may have additional rights as a consumer under local law that this TOU cannot change.

  1. THIRD-PARTY SOFTWARE; LIABILITY LIMITATION; EXCLUSIVE REMEDIES FOR USERS AND SUBSCRIBERS
  2. Third-Party Software. You are solely and entirely responsible for any third-party software that you obtain and use in connection with any Sites or Services. The Company exercises no control over such third-party software and is not responsible for its performance. Your purchase or use of such software shall be governed by the terms and conditions of such third parties, and you may, therefore, be asked to accept terms and conditions at the time of purchase and/or access. The Company is not responsible or liable, directly or indirectly, for any damage or loss caused to you by use of or reliance on any third-party software. You are responsible for all fees charged to you by third parties, or such software or other services you require related to accessing or using any Sites or Services. You are responsible for obtaining all licenses for third-party software for your use with any Sites or Services. If the Company believes that you lack necessary rights to use any third-party software that you depend on or use with any Sites or Services, The Company may suspend or terminate your access to such Sites or Services.
  3. EXCLUSIONS OF CERTAIN DAMAGES AND LIMITATIONS OF LIABILITY. You agree that these exclusions of damages and limitations of liability are a fundamental element of the parties’ agreements in this TOU.

(1.) Under no circumstances will The Company or any of its third-party suppliers or any of their respective affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Sites or transmitted to or by you or any other Users or Subscribers.

(2.) TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER The Company NOR ANY OF ITS THIRD-PARTY SUPPLIERS SHALL BE LIABLE TO YOU OR ANYONE ELSE, INCLUDING BUT NOT LIMITED TO ANY ORGANIZATIONS, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES RESULTING FROM ANY ACCESS TO OR USE OF ANY SITES OR SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF The Company OR ANY OF ITS THIRD-PARTY SUPPLIERS WERE ADVISED THAT SUCH DAMAGES WERE POSSIBLE. The disclaimer in the preceding sentence includes any damages arising from your inability to access or use any Sites or Services (including due to modification, suspension, blocking, discontinuance, cancellation, or termination of any Services or any part thereof). Without limiting the foregoing, you specifically acknowledge and agree that neither The Company nor any of its third-party suppliers is liable for the defamatory, offensive, infringing, breaching, the fraudulent, or illegal conduct of other users, subscribers, or third parties and that any risk from the foregoing are assumed entirely by you. These limitations apply to any matter related to any Sites, Services, or their content; third-party Internet sites, programs, or conduct; viruses or other disabling features; incompatibility between any Sites or Services and other services, software, or hardware; and any delay or failure in initiating, conducting, or completing any transmission or transaction connected with any Sites or Services in an accurate or timely manner.

(3.) Limitation of Liability. Any liability of The Company or any of The Company’s third-party suppliers of any kind arising out of or related to this TOU (including but not limited to warranty claims) or any of your use of the Sites or Services, regardless of the forum and whether any action or claim is based on breach of contract, breach of warranty, tort (including negligence), or any other legal theory, shall not exceed the greater of (a.) the total amount paid by you to The Company to access or use any Sites or Services giving rise to such liability during the six (6) months immediately preceding the date the liability arose or (b.) twenty United States dollars (USD$20.00).

(4.) This Section 15.B. applies even if this remedy does not fully compensate you for any losses or fails its essential purpose; or even if The Company or any of its third-party suppliers knew or should have known about the possibility of the losses, liability, or damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or limitation of liability for certain claims or causes of action, so the above limitations or exclusions may not apply to you in these jurisdictions.

  1. Special Admonitions for International Use
  2. Your Internet use may be global; thus, you agree to comply with all local rules and laws regarding your access and use of any Sites or Services through the Internet, and without limitation, you will comply with all applicable laws regarding obscene and indecent content and transmitting technical data exported from the United States or the country in which you reside.
  3. With respect to any personal data (as defined under the General Data Protection Regulation[GDPR] [EU] 2016/679 and any other applicable data protection legislation) (“Personal Data”) which The Company processes on your behalf, The Company Pro does not process any Personal Data as a part of its core function and The Company Local would only process Personal Data in the unlikely event that the business listing and location information managed by The Company Local were to include the Personal Data of data subject. Thus, The Company is more typically the Data Controller and is not a Data Processor to Personal Data in which you are a Data Controller. However, in the unlikely event that you believe The Company is a Data Processor to you as a Data Controller, please contact The Company at the email address at the top of this document, and The Company can consider if it is necessary under applicable law for you to appoint The Company as a Data Processor pursuant to an appropriate Data Processor agreement/addendum.
  4. Termination

Upon termination of Services, any payment liabilities owed to The Company and accrued prior to the effective date of the termination will survive. In addition to any obligations or restrictions in the TOU that by their nature should reasonably survive termination of this TOU, the following sections shall also survive termination of this TOU: 1.A., 1.D.(1.), 1.D.(3.), 1.F., 2.C., 3.A.(1.), 3.A.(6.)(a.), 3.B.(1.), 3.B.(3.), 4.C., 4.F., 4.G., 4.J., 5., 6., 7.C. to 7.E., 8., 9., and 11. to 18. You are solely responsible for removing your information and material from any Sites or Services prior to any termination. The Company is not obligated to retain your information, material, or data following termination.

  1. Miscellaneous Clauses
  2. Changes to Services. The Company may change any Sites or Services from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of such Sites or Services. Your access to and use of any Sites or Services depends on you complying with any applicable laws or this TOU.
  3. Force Majeure. Neither you nor The Company will be liable to the other for any delay or failure to perform any obligation under this TOU if the delay or failure is due to circumstances beyond such party’s reasonable control. The affected party will notify the other party of such event and resume performance as soon as reasonably practicable.
  4. Notices. If the Company must send you additional information regarding the TOU or any Sites or Services, you consent to receive this information electronically. The Company may provide required information to you by email at any address you registered with the Sites or Services or via posting on the Sites or Services. Notices provided to you via email are effective on the transmission date. You will provide The Company any written notice under this TOU by email to the email address at the top of this document
  5. Forum and Jurisdiction. This TOU is governed by the laws of the State of Washington, USA, without regard to its conflict of law provisions. You irrevocably consent to the exclusive jurisdiction of the state and federal courts located in King County, Washington, USA to resolve any dispute, claim, or controversy that arises from this TOU.
  6. Additional Rights and Obligations. This TOU shall neither obligate The Company, nor provide any rights, to any third-party whatsoever as an intended third-party beneficiary under this TOU. You and The Company are independent contractors without authority to bind each other or to make any representations on behalf of the other party, and you and The Company shall not be held to be partners or co-ventures. If any provision of this TOU is held invalid or unenforceable, such provision shall be held superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party’s failure to act with respect to a breach of this TOU does not constitute a waiver or affect that party’s rights to act subsequently. You may not assign rights or delegate any duties under this TOU without prior written notice to and consent by The Company. This TOU will bind any permitted successors and permitted assigns.
  7. Entire Agreement. The TOU (along with the Privacy Policy, The Company Community Etiquette, and any Subscriber agreement or other agreement accepted by you and an authorized representative of The Company that is incorporated by reference into the TOU) constitutes the entire agreement between you and The Company and governs your access to and use of any Sites or Services, superseding any prior agreements between you and The Company (including, but not limited to, any prior versions of the TOU). In no case shall any terms on a purchase order or other non-The Company ordering document from you apply to, in addition to, or otherwise be included in the provisions of this TOU without The Company’s prior written consent and agreement. No modification of this TOU is binding unless it is in writing and signed by you and the Company

 at legal@IdeaToGrowth.com or contact IdeaToGrowth’s copyright agent as follows:

Attention Chief Financial Officer, SEOIdeaToGrowth, Inc., 1100 2nd Ave #500, Seattle, WA 98101, Phone: (206) 602-2005.

You must provide all of the following in writing: identify the copyrighted work that you claim has been infringed (or if multiple copyrighted works, then a representative list of such works); identify the content on the Services that you claim is infringing with enough detail so that IdeaToGrowth may locate it; your statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; your statement declaring that the notification is accurate, and, under penalty of perjury, that you are the exclusive owner of the copyright interest involved or that you are authorized to act on behalf of the exclusive owner; information reasonably sufficient to permit IdeaToGrowth to contact you, i.e. address, telephone number, and email address; and your physical or electronic signature.

On receiving your above notice, IdeaToGrowth will take whatever action, in its sole discretion, it deems appropriate, including removal of the disputed use from the Sites or Services or termination of the posting account.

13. User Indemnification of IdeaToGrowth for Certain Actions

You agree to indemnify and hold IdeaToGrowth and its affiliates, officers, agents, subsidiaries, partners, and employees harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party arising from (1.) User-Generated Content or User Data you post, transmit, or make available through any Sites or Services; (2.) your unauthorized use of any Sites or Services; (3.) your connection to the Services, including your use of the Services, to provide a link to upload content or other information to other websites; or (4.) your violation of the TOU (including the Privacy Policy or IdeaToGrowth Community Etiquette); or (5.) your violation of any third party’s rights, including but not limited to any intellectual property rights.

14. Warranties and Limitations

Each party warrants and represents that it shall comply with all applicable laws and regulations in performing its obligations under this TOU. EXCEPT FOR ANY EXPRESS WARRANTY IN THIS TOU, IdeaToGrowth AND ITS THIRD-PARTY SUPPLIERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES REGARDING ANY IdeaToGrowth CONTENT, SITES, OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND QUALITY. IdeaToGrowth AND ITS THIRD-PARTY SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY, OR COMPLETENESS OF ANY SITES OR SERVICES OR THE RESULTS YOU MAY OBTAIN FROM THEIR USE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IdeaToGrowth AND ITS THIRD-PARTY SUPPLIERS DO NOT REPRESENT OR WARRANT THAT (1.) THE OPERATION OR USE OF ANY SITES OR SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR (2.) THE QUALITY OF ANY SITES OR SERVICES WILL MEET YOUR OR ANY OTHER REQUIREMENTS. YOU ACKNOWLEDGE THAT NEITHER IdeaToGrowth NOR ITS THIRD-PARTY SUPPLIERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT ANY SITES OR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES, AND THEREFORE NEITHER IdeaToGrowth NOR ANY OF ITS THIRD-PARTY SUPPLIERS ARE RESPONSIBLE FOR ANY DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY IdeaToGrowth, ANY SITES OR SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” Users or Subscribers may have additional rights as a consumer under local law that this TOU cannot change.

15. THIRD-PARTY SOFTWARE; LIABILITY LIMITATION; EXCLUSIVE REMEDIES FOR USERS AND SUBSCRIBERS

A. Third-Party Software. You are solely and entirely responsible for any third-party software that you obtain and use in connection with any Sites or Services. IdeaToGrowth exercises no control over such third-party software and is not responsible for its performance. Your purchase or use of such software shall be governed by the terms and conditions of such third parties, and you may, therefore, be asked to accept terms and conditions at the time of purchase and/or access. IdeaToGrowth is not responsible or liable, directly or indirectly, for any damage or loss caused to you by use of or reliance on any third-party software. You are responsible for all fees charged to you by third parties, or such software or other services you require related to accessing or using any Sites or Services. You are responsible for obtaining all licenses for third-party software for your use with any Sites or Services. If IdeaToGrowth believes that you lack necessary rights to use any third-party software that you depend on or use with any Sites or Services, IdeaToGrowth may suspend or terminate your access to such Sites or Services.

B. EXCLUSIONS OF CERTAIN DAMAGES AND LIMITATIONS OF LIABILITY. You agree that these exclusions of damages and limitations of liability are a fundamental element of the parties’ agreements in this TOU.

(1.) Under no circumstances will IdeaToGrowth or any of its third-party suppliers or any of their respective affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Sites or transmitted to or by you or any other Users or Subscribers.

(2.) TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER IdeaToGrowth NOR ANY OF ITS THIRD-PARTY SUPPLIERS SHALL BE LIABLE TO YOU OR ANYONE ELSE, INCLUDING BUT NOT LIMITED TO ANY ORGANIZATIONS, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES RESULTING FROM ANY ACCESS TO OR USE OF ANY SITES OR SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF IdeaToGrowth OR ANY OF ITS THIRD-PARTY SUPPLIERS WERE ADVISED THAT SUCH DAMAGES WERE POSSIBLE. The disclaimer in the preceding sentence includes any damages arising from your inability to access or use any Sites or Services (including due to modification, suspension, blocking, discontinuance, cancellation, or termination of any Services or any part thereof). Without limiting the foregoing, you specifically acknowledge and agree that neither IdeaToGrowth nor any of its third-party suppliers is liable for the defamatory, offensive, infringing, breaching, the fraudulent, or illegal conduct of other users, subscribers, or third parties and that any risk from the foregoing are assumed entirely by you. These limitations apply to any matter related to any Sites, Services, or their content; third-party Internet sites, programs, or conduct; viruses or other disabling features; incompatibility between any Sites or Services and other services, software, or hardware; and any delay or failure in initiating, conducting, or completing any transmission or transaction connected with any Sites or Services in an accurate or timely manner.

(3.) Limitation of Liability. Any liability of IdeaToGrowth or any of IdeaToGrowth’s third-party suppliers of any kind arising out of or related to this TOU (including but not limited to warranty claims) or any of your use of the Sites or Services, regardless of the forum and whether any action or claim is based on breach of contract, breach of warranty, tort (including negligence), or any other legal theory, shall not exceed the greater of (a.) the total amount paid by you to IdeaToGrowth to access or use any Sites or Services giving rise to such liability during the six (6) months immediately preceding the date the liability arose or (b.) twenty United States dollars (USD$20.00).

(4.) This Section 15.B. applies even if this remedy does not fully compensate you for any losses or fails its essential purpose; or even if IdeaToGrowth or any of its third-party suppliers knew or should have known about the possibility of the losses, liability, or damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or limitation of liability for certain claims or causes of action, so the above limitations or exclusions may not apply to you in these jurisdictions.

16. Special Admonitions for International Use

A. Your Internet use may be global; thus, you agree to comply with all local rules and laws regarding your access and use of any Sites or Services through the Internet, and without limitation, you will comply with all applicable laws regarding obscene and indecent content and transmitting technical data exported from the United States or the country in which you reside.

B. With respect to any personal data (as defined under the General Data Protection Regulation [GDPR] [EU] 2016/679 and any other applicable data protection legislation) (“Personal Data”) which IdeaToGrowth processes on your behalf, IdeaToGrowth Pro does not process any Personal Data as a part of its core function and IdeaToGrowth Local would only process Personal Data in the unlikely event that the business listing and location information managed by IdeaToGrowth Local were to include the Personal Data of data subject. Thus, IdeaToGrowth is more typically the Data Controller and is not a Data Processor to Personal Data in which you are a Data Controller. However, in the unlikely event that you believe IdeaToGrowth is a Data Processor to you as a Data Controller, please contact IdeaToGrowth at legal@IdeaToGrowth.com, and IdeaToGrowth can consider if it is necessary under applicable law for you to appoint IdeaToGrowth as a Data Processor pursuant to an appropriate Data Processor agreement/addendum.

17. Termination

Upon termination of Services, any payment liabilities owed to IdeaToGrowth and accrued prior to the effective date of the termination will survive. In addition to any obligations or restrictions in the TOU that by their nature should reasonably survive termination of this TOU, the following sections shall also survive termination of this TOU: 1.A., 1.D.(1.), 1.D.(3.), 1.F., 2.C., 3.A.(1.), 3.A.(6.)(a.), 3.B.(1.), 3.B.(3.), 4.C., 4.F., 4.G., 4.J., 5., 6., 7.C. to 7.E., 8., 9., and 11. to 18. You are solely responsible for removing your information and material from any Sites or Services prior to any termination. IdeaToGrowth is not obligated to retain your information, material, or data following termination.

18. Miscellaneous Clauses

A. Changes to Services. IdeaToGrowth may change any Sites or Services from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of such Sites or Services. Your access to and use of any Sites or Services depends on you complying with any applicable laws or this TOU.

B. Force Majeure. Neither you nor IdeaToGrowth will be liable to the other for any delay or failure to perform any obligation under this TOU if the delay or failure is due to circumstances beyond such party’s reasonable control. The affected party will notify the other party of such event and resume performance as soon as reasonably practicable.

D. Notices. If IdeaToGrowth must send you additional information regarding the TOU or any Sites or Services, you consent to receive this information electronically. IdeaToGrowth may provide required information to you by email at any address you registered with the Sites or Services or via posting on the Sites or Services. Notices provided to you via email are effective on the transmission date. You will provide IdeaToGrowth any written notice under this TOU by email to legal@IdeaToGrowth.com.

E. Forum and Jurisdiction. This TOU is governed by the laws of the State of Washington, USA, without regard to its conflict of law provisions. You irrevocably consent to the exclusive jurisdiction of the state and federal courts located in King County, Washington, USA to resolve any dispute, claim, or controversy that arises from this TOU.

F. Additional Rights and Obligations. This TOU shall neither obligate IdeaToGrowth, nor provide any rights, to any third-party whatsoever as an intended third-party beneficiary under this TOU. You and IdeaToGrowth are independent contractors without authority to bind each other or to make any representations on behalf of the other party, and you and IdeaToGrowth shall not be held to be partners or co-venturers. If any provision of this TOU is held invalid or unenforceable, such provision shall be held superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party’s failure to act with respect to a breach of this TOU does not constitute a waiver or affect that party’s rights to act subsequently. You may not assign rights or delegate any duties under this TOU without prior written notice to and consent by IdeaToGrowth. This TOU will bind any permitted successors and permitted assigns.

G. Entire Agreement. The TOU (along with the Privacy Policy, IdeaToGrowth Community Etiquette, and any Subscriber agreement or other agreement accepted by you and an authorized representative of IdeaToGrowth that is incorporated by reference into the TOU) constitutes the entire agreement between you and IdeaToGrowth and governs your access to and use of any Sites or Services, superseding any prior agreements between you and IdeaToGrowth (including, but not limited to, any prior versions of the TOU). In no case shall any terms on a purchase order or other non-IdeaToGrowth ordering document from you apply to, in addition to, or otherwise be included in the provisions of this TOU without IdeaToGrowth’s prior written consent and agreement. No modification of this TOU is binding unless it is in writing and signed by you and IdeaToGrowth.

Updated October 23, 2018