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Business Agreement These Standard Terms and
Conditions constitute an
agreement (the
"Agreement") between
Consumer Raters, LLC.
("CR") and the business
identified on the
Registration Form
("Business Paid").
1.
Payment: Participant will pay CR
the amounts (if any) specified
on the Registration Form in
accordance with the payment
terms specified in such
Registration Form. For purposes
of this Agreement, "Listings"
means any listings and
promotional or informational
materials for Participant
included in CR's online search
service. CR may change any fees
to be paid by Participant by
providing thirty (30) days
written notice (which may, in
CR's discretion, be sent by
email, mail or fax) to
Participant. Participant may
terminate this Agreement
following receipt of a notice of
an increase in fees by providing
written notice to CR, via email
sent to CR's email address
specified on the Registration
Form, within ten (10) days after
the date that Participant
receives such written notice.
Such termination will be
effective as of the date that
the new fees would have become
effective.
1.
(A) Special Terms Regarding
Professional Profile Services
(a) Purchasing a Basic and Professional
Profile listing on our Service
offers great value at favorable
rates and more detailed
information for users that
provides an advantage over other
businesses. CR therefore cannot
generally offer refunds on fees
arising from Professional
Profiles.
(b) CR will provide a refund of
Basic and Professional Profile fees only
for the following reasons:
(i) A refund may be issued if
CR, through no fault of
Participant, fails to publish
Participant's Professional
Profile within 3 business days
following the date Participant
places the order for a
Professional Profile and such
Professional Profile remains
unpublished as of the date
Participant issues a
cancellation to CR.
(ii) A refund may be issued if
Participant mistakenly orders
and pays for a duplicate
Basic or Professional Profile and, upon
prompt discovery by Participant,
seeks to cancel and obtain a
refund for the fees associated
only with such duplicated
Basic or Professional Profile(s). CR
cannot provide a refund on the
original Basic or Professional Profile.
Likewise, CR cannot provide a
refund for any duplicate
Basic or Professional Profiles if
Participant fails to cancel such
duplicate Professional Profile(s) within forty- five
(45) days from the date
Participant placed the order for
such duplicative Basic or Professional Profile(s).
(c) Except for those instances
covered under subsections (b)(i)
or (b)(ii) above, CR cannot
provide a refund for any other
reason, even if Participant
wants to cancel a Basic or Professional
Profile immediately after
placing an order. For example,
CR cannot provide a refund if
Participant (i) changes its mind
about purchasing a Professional
Profile; (ii) is displeased with
the content, features or
enhancements associated with a
Professional Profile; (iii)
makes a mistake in submitting
content for a Professional
Profile; or (iv) receives few or
no inquiries or offers to
purchase Participant's goods or
services after ordering a
Professional Profile.
(d) If Participant wishes to
discontinue its Basic or Professional Profile(s), CR
will reasonably accommodate such
requests; provided, however,
that CR cannot refund or
reallocate any fees attributable
to any such Basic or Professional
Profiles.
(e) For purposes of this
Subsection 1.(A), a "business
day" means a full 24 hour
calendar day, occurring Monday
through Friday, but excludes
federally observed holidays
and/or holidays observed by the
state of Florida.
(f) Participant agrees that all
cancellation requests
contemplated or otherwise called
for under this Subsection 1.(A)
must be submitted to and
received by CR through
Participant's use of the online
form available through the
following link: http://consumerraters.com/contact.shtml. Cancellation requests
issued to CR under this
Subsection 1(A) (including
requests provided to CR's
directors, officers, sales staff
or customer support personnel)
through any means other than the
Basic and Professional Profile
Cancellation Request Form (e.g.,
email, voicemail, fax, overnight
courier, U.S. mail, etc.) shall
have no force and effect on CR
or Participant under this
Agreement or otherwise.
Submission to CR of any
non-conforming cancellation request(s) will not relieve
Participant of its obligation to
complete and submit a
Basic or Professional Profile
Cancellation Request Form.
2.
Agencies: If Participant uses an
advertising agency in connection
with any Listing, Participant
and such agency will be jointly
and severally liable under this
Agreement. The person or entity
signing this Agreement warrants
that it is duly authorized and
has the full power to bind
Participant, and agrees to
indemnify and hold CR, its
affiliates and the officers,
directors, employees and
representatives of each of
these, harmless from any and all
claims, losses, damages and
costs (including reasonable
attorneys' fees) arising out of
any breach of this warranty.
Participant will be solely
responsible for any commission
due any agency.
3.
User Feedback: Participant
acknowledges and agrees that
users of CR's online services
may be given the opportunity to
provide reviews and/or feedback
relating to Participant and its
products or services; that some
of such reviews and feedback may
be positive, while other such
reviews and feedback may be
negative; that CR cannot and
does not review all such reviews
and feedback, nor does CR have
any control over such reviews
and feedback; and that under no
circumstances shall CR be held
responsible or liable for any
claims or damages arising out of
any reviews or feedback.
4.
Trademark License: Participant
grants CR a non-exclusive,
royalty-free license (with a
right to sublicense) to use or
distribute Participant's
trademarks, service marks and
logos (the "Participant Marks")
in connection with the
performance of CR's obligations
under this Agreement. Should
Participant find objectionable
any use of the Participant Marks
by CR, then Participant may
revoke or suspend, with respect
to the objectionable use, CR's
rights to use the Participant
Marks and CR will promptly cease
using the applicable Participant
Marks in the manner found
objectionable by Participant
(except as otherwise permitted
by law).
5.
Term/Termination: The term of
this Agreement will begin on the
date indicated in the
Registration Form and, unless
terminated earlier in accordance
with this Agreement, will
continue for 1 year,
automatically renewing on the
month and day of the initial
registration or such other
period specified in the
Registration Form. This
Agreement will automatically
renew for successive terms of
the same duration as the initial
term, unless either party
notifies the other, in writing,
of its decision not to renew at
least thirty (30) days prior to
the end of the then-current
term. Notwithstanding anything
to the contrary in this
Agreement, CR may terminate this
Agreement at any time by
providing thirty (30) days
written notice to Participant.
Upon termination of this
Agreement, all amounts due under
this Agreement that accrued on
or before the termination date
will become immediately due and
payable. Except as otherwise
provided in Section 1, this
Agreement is not cancelable by
Participant.
6.
Participant Representations;
Indemnification: Participant
represents and warrants that the
Listings, the Participant Marks,
the Participant Information, the
Participant Materials and all
other materials provided by
Participant (a) will not violate
any applicable law, rule or
regulation (including, but not
limited to, any law relating to
false or deceptive advertising),
(b) will not be libelous and (c)
will not infringe any right of
any third party, including, but
not limited to, any contractual
right, copyright, trademark or
trade secret right or any right
of privacy or publicity.
Participant will indemnify,
defend and hold CR, its
affiliates and the officers,
directors, employees and
representatives of each of these
harmless against any and all
claims, expenses, losses and
costs of any kind (including
reasonable attorneys' fees)
incurred by them in connection
with (x) any breach or alleged
breach by Participant of this
warranty or any other provision
of this Agreement, (y) any
Listings, Participant Materials,
the Participant Information
and/or Participant Marks, and/or
(z) any actions of Participant.
7.
Marketing to CR Web site
Visitors: To the extent that
Participant acquires consumer
email addresses or other
personally identifiable
information ("Customer
Information") from CR Web site
visitors who respond to Listings
or who otherwise contact
Participant as a result of their
use of CR's web site,
Participant agrees that: (a)
Participant will not use such
Customer Information to send or
cause to be sent bulk
unsolicited commercial email
messages; (b) Participant will
only use such information in
compliance with all applicable
laws and regulations, including,
without limitation, the CAN-SPAM
Act of 2003, the Telephone
Consumer Protection Act, 47
U.S.C. § 227, the Telemarketing
Sales Rule, 16 C.F.R. pt 310
(2004), and all other laws and
regulations governing email
marketing and telemarketing; and
(c) Participant will protect the
privacy of the consumers who
disclose Customer Information
using measures no less robust
than those described in CR's
online privacy policy, available
at
http://www.consumerraters.com/privacy.shtml,
as it may be amended from time
to time.
8. DISCLAIMER; LIMITATION OF
LIABILITY: CR MAKES NO
WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. CR,
ITS AFFILIATES AND THE OFFICERS
DIRECTORS, EMPLOYEES AND
REPRESENTATIVES OF ANY OF THESE
(EACH A "COVERED PARTY") WILL
NOT BE LIABLE TO PARTICIPANT FOR
ANY LOSS, DAMAGE, OR EXPENSE
CAUSED BY, OR ARISING OUT OF,
ANY BREACH BY CR OF THIS
AGREEMENT, THE MANNER IN WHICH
ANY SERVICES ARE PROVIDED, THE
MANNER IN WHICH ANY LISTING OR
OTHER MATERIAL RELATING TO
PARTICIPANT IS DISPLAYED
(INCLUDING, BUT NOT LIMITED TO,
ANY ERRORS THAT MAY APPEAR IN
ANY LISTING OR OTHER MATERIALS
RELATING TO PARTICIPANT) OR ANY
REVIEW OR FEEDBACK RELATING TO
PARTICIPANT SUBMITTED BY ANY
USER OF CR'S SERVICES. IN NO
EVENT WILL CR OR ANY COVERED
PARTY BE LIABLE TO PARTICIPANT
FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, PUNITIVE
OR EXEMPLARY DAMAGES, REGARDLESS
OF WHETHER CR OR THE COVERED
PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THE
AGGREGATE LIABILITY OF CR AND
THE COVERED PARTIES WILL BE
LIMITED TO (I) THE AMOUNT PAID
TO CR BY PARTICIPANT UNDER THIS
AGREEMENT WITH RESPECT TO THE
LISTINGS OR SERVICES OUT OF
WHICH THE CLAIM ARISES, OR (II)
(IF APPLICABLE) THE DISPLAY OF
THE RELEVANT LISTING AT A LATER
TIME IN A COMPARABLE POSITION,
AT CR'S DISCRETION.
9. Use of Participant's Contact
Information. Participant agrees
that CR and its affiliates may
use any contact addresses and
numbers, including email
addresses, telephone and fax
numbers, provided to CR by
Participant or otherwise used by
Participant, to contact
Participant for any customer
service, business or marketing
purpose.
10. Miscellaneous: The
warranties, indemnification
obligations, limitations of
liability, licenses and
ownership rights set forth above
will survive the termination of
expiration of this Agreement.
Should any provision of this
Agreement be deemed
unenforceable, such provision
will be restated, in accordance
with applicable law, to match
most closely the intentions of
the parties, and the remainder
of this Agreement will remain in
full force and effect. All
notices required by or relating
to this Agreement will be in
writing and will be sent by
means of overnight courier or
certified mail, postage prepaid,
to the parties at their
respective addresses set forth
in the Registration Form.
Notices will be deemed effective
upon receipt. This Agreement
constitutes the entire Agreement
between the parties pertaining
to its subject matter and
supersedes all prior agreements
relating to such subject matter.
This Agreement cannot be
modified except in a writing
signed by both parties. In the
event of any inconsistency
between these Standard Terms and
Conditions and any other form
submitted by Participant or its
advertising agency or any
correspondence from Participant
or its advertising agency, these
Standard Terms and Conditions
will control. This Agreement
will be construed under the laws
of the State of Florida, without
reference to its conflict of
laws principles.
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