U.S. DIRECTORY ADVERTISING PACKAGE SERVICE AGREEMENT
1. Acknowledgment
The Directory Billing, LLC ("U.S. Directory") Advertising Package Service (the "Service"), owned and operated by U.S. Directory ("U.S. Directory") is provided to you ("you" or "User") under the terms and conditions of this U.S. Directory Listing Service Agreement (the "Agreement"), which may be updated by U.S. Directory from time to time without notice to you. BY AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT (A) YOU ARE 18 YEARS OF AGE OR OLDER, (B) IF REQUESTED, YOU WILL PROVIDE TRUE, ACCURATE, CURRENT, AND COMPLETE INFORMATION (INCLUDING AN ACCURATE EMAIL ADDRESS OR ALTERNATE MEANS OF CONTACTING YOU) IN YOUR REGISTRATION FOR THE SERVICE, AND (C) THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT.
2. Description of Service
The Service is a fee-based service provided by U.S. Directory to serve the needs of businesses. Business owners who sign up for the Service can receive placement on the U.S. Directory website of enhanced business listings, which can include details about their business such as hours of operation, accepted payment methods, and other information that is valuable to the User. Additionally, sponsored listings will be placed on other search engines.
3. Placement
Based upon the government defined NAIC description of your business, U.S. Directory will place your enhanced listing category fitting the NAICs description you provide. U.S. Directory reserves the right to decide whether, where, and how a listing appears on the site. U.S. Directory will consider your preferences, but reserves the right to list your site in any category or subcategory as U.S. Directory deems appropriate, in its sole discretion. NOTHING IN THIS AGREEMENT OBLIGATES U.S. DIRECTORY TO PLACE YOUR LISTING ON A SPECIFIC SEARCH ENGINE WITHIN A SPECIFIC CATEGORY OR SUBCATEGORY, OR TO PROVIDE ANY COMMENTS OR ANNOTATIONS WITH THE LISTING OF YOUR SITE.
4. Payment Terms
The fee for the Service is $49.95 per month, payable in arrears on the monthly anniversary of your activation of your account. Payment may be made through your monthly telephone bill (LEC billing), by credit card or by ACH. One or more promotional payment options may apply to your activation.
5. Term
The term of this Agreement will be for such period of time until the Service is cancelled. You may terminate this Agreement and your Service at any time without further obligation.
6. Indemnification
You agree to indemnify, defend, and hold harmless U.S. Directory and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, and agents, from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of or listing in the Service, the acceptance or rejection of your listing, any alleged violation of this Agreement, or any alleged violation of any rights of others.
7. Disclaimer of Warranties and Liability
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE. U.S. DIRECTORY, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS, OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY CHARACTER, EVEN IF U.S. DIRECTORY IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM YOUR USE OF OR INABILITY TO USE THIS SERVICE OR THE CONTINUATION OF YOUR LISTING IN U.S. DIRECTORY INTERNET YELLOW PAGES. U.S. DIRECTORY'S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO U.S. DIRECTORY UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
8. Force Majeure
Neither party to this Agreement shall be liable to the other for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of nature or causes beyond its reasonable control.
9. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the Service and supersedes all previous proposals, both oral and written, representations, writings and all other communications between the parties.
10. General
The Agreement and the relationship between you and U.S. Directory shall be governed by the laws of the state of Florida without regard to its conflict of law provisions. You and U.S. Directory agree to submit to the personal and exclusive jurisdiction of the Circuit Court for the County of West Palm Beach, Florida. U.S. Directory's failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that the other provisions of the Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, to the Agreement, or to your listing must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Agreement are for convenience only and have no legal or contractual effect.