Master Subscription Agreement - Terms and Conditions
THIS MASTER SUBSCRIPTION AGREEMENT - TERMS AND CONDITIONS ("AGREEMENT") GOVERNS YOUR USE OF THE SERVICES PROVIDED BY OR THROUGH ERB SYSTEMS / OURHOMEASSOCIATION.COM, ALEXSLIST.COM AND AREAVENDORS.COM WEBSITES, INCLUDING WITHOUT LIMITATION ANY FREE USAGE SUBSCRIPTION ARRANGEMENTS.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ASSOCIATION OR COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition. You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. For these purposes, a "direct competitor" includes, without limitation, any entity offering websites for a fee or for FREE or other similar products and/or services, and advertising.
This Agreement was last updated on June 23, 2014. It is effective between You and Us as of the date of You accepting this Agreement; provided, however, any obligations hereunder for Us shall not arise unless and until We accept your subscription, application for usage.
This agreement is between e-Revolutions Business Systems, LLC (hereafter “Owner”) ofwww.ourhomeassociation.com and www.areavendors.com (hereafter “Website or Websites”) and you (hereafter “Client”).
Owner hereby grants Client (Businesses) use of website for the purpose of advertising products and services in accordance with the provisions outline below.
Owner reserves the right to review and approve the suitability of all material placed on the Website and may reject any material at its sole discursion and without cause or explanation.
Client is solely responsible for its use of the Website. (e.g., access to and use of the Website accounts and safeguarding usernames and passwords) (“Use”).
No conditions, printed or otherwise, appearing on contracts, insertion orders or instructions which conflict with the provisions of this agreement will be binding on Owner. In addition, owner reserves the right to run an unlimited number of ads at any given time on the websites providing space is available.
Our Responsibilities. We shall: (i) provide to You basic support for the Website Services at no cost for a period of 90 day from the date of this agreement, and/or upgraded support. (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall make every effort to notify you in advance via the site administrator email address on file or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, power outages, or equipment failures and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.
Your Responsibilities. You shall (i) be responsible for Users' compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users of your business, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
Google® Services. Service features that interoperate with Google® services depend on the continuing availability of the Google API and program for use with the Services. If Google Inc. ceases to make the Google API or program available on reasonable terms for the Services, We may cease providing such Service features without entitling You to any refund, credit, or other compensation.
Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein, (ii) create derivative works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
Ownership of Your Data.
In General. As between Us and You, You exclusively own all rights, title and interest in and to all of Your Data. In the event you cancel the service the data will be made available to you for download for a period of 30 days from the notice of cancelation received from You.
Suggestions. We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services (whether provided to you or to others) any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services (whether provided to you or to others).
Definition of Confidential Information. As used herein, “Confidential Information" means all confidential information disclosed by a party (" Disclosing Party") to the other party (" Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data (excluding any and all PPI); Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
WARRANTIES AND DISCLAIMERS
Our Warranties. We warrant that (i) the Services shall perform materially in accordance with the User Guide, and (ii) subject to third party software, the functionality of the Services will not be materially decreased during a subscription term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section (Termination for Cause) and Section (Refund or Payment upon Termination) below.
Mutual Warranties. Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).
Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT WARRANT THAT THE SERVICES PROVIDED WILL BE ERROR-FREE OR OPERATIVE WITHOUT INTERRUPTION. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING AND MAINTAINING SYSTEMS NECESSARY FOR HOSTING AND ACCESSING THE SERVICES.
Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney's fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.
Indemnification by You. You shall defend Us against any Claim made or brought against Us by a third party alleging that Your Data, or Your use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Us for any damages finally awarded against, and for reasonable attorney's fees incurred by, Us in connection with any such Claim; provided, that We (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance, at Our expense.
Exclusive Remedy. This Section (Mutual Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of Claim described in this Section.
LIMITATION OF OUR LIABILITY
Limitation of Liability. IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE LESSER OF $5,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION (FEES AND PAYMENT FOR PURCHASED SERVICES).
Exclusion of Consequential and Related Damages. IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
DO NOT CONTACT COMPLIANCE
In addition to all other representations, warranties, and covenants herein, and not in limitation of anything else in this Agreement, You agree and warrant that all data which you receive from Us, or any related subsidiary corporation, shall be used only in strict compliance with all applicable federal, state, and local laws, rules, regulations, and ordinances, including but not limited to those concerning privacy, telephone solicitation, and direct marketing. You acknowledge that it is Your sole responsibility to determine the applicability of any such laws, rules, regulations, and ordinances, and the identify of any registered or listed persons.
You further agree to indemnify and hold Us and all subsidiary and affiliated entities harmless against any and all claims, judgments, damages, fines, penalties, and assessments, along with any settlement payments made in lieu thereof, and including all related costs and attorneys' fees arising out of or otherwise relating to Your use or misuse of any supplied data.
Pricing is determined on the audience and will be adjusted from time to time based on market conditions. You will be purchasing specific areas in which your advertisement will be displayed and your information will be searchable by users of Our service. Each area is geographically bounded by the zip codes included in the area. Advertising will be available within the geographical area to the associations that lay within the specified areas. Pricing of areas is established for the geographical area based on population density and the number of associations contained within the area.
Price adjustments will be made from time to time. Your price will not change for the duration of the terms of your price payment plan. When a price adjustment is made, your price will not change until the end of your current billing period. Billing periods are selected in the checkout process and may be monthly, quarterly, semi-annually or yearly. If a price change occurs your price will not increase until the next billing period is due and a notice of price will be emailed to the email address on file.
TERM AND TERMINATION
Term of Agreement. This Agreement commences on the date You accept it (provided, however, any obligations hereunder on Us shall not arise unless and until We accept your subscription, application, or other order) and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. Termination may be made by removing areas from your selection, discontinuing your credit card, or notifying us in writing at the company offices published in the contact us section of http://ourhomeassociation.com
Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one month (whichever is selected by You), unless either party gives the other notice of non-renewal at least 10 working days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be at the then current pricing for the area and or areas selected to advertise in and will be for the same term as selected by You during the prior term. Price increases will occur from time to time and We will make every effort to notify You by email notice of a pricing increase when it occurs before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing may increase from them to time and if the pricing in such prior term was designated in the relevant Order Form as promotional or one-time, or the price increase is the result of a price increase from a third party provider over which we have no control.
Termination for Cause. A party may terminate this Agreement for cause immediately: (i) upon written notice to the other party of a material breach, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
This agreement is between e-Revolution Business Systems AKA ERB Systems and You.