Advertiser Terms and Conditions

 

This agreement ("Agreement") governs your relationship with C-listing.com. By advertising with C-listing.com ("C-listing"), you (the "Business," "your" or "you") hereby agree to be bound by the terms and conditions of the agreement set below.

1. Business Advertising with C-listing.com

C-listing.com reserves the right to modify any element of Business' advertisement, including size, format, text, placement or any other component, and to move the listing within the directory's categories on C-listing's website. C-listing also reserves the right not to display, or to remove, any of Business' advertisements on the C-listing website or a C-listing distribution partner website, in accordance with C-listing's advertising guidelines and normal course of business. C-listing may at its sole discretion distribute Business' advertising through C-listing's third party distribution partners and include Business' advertising in C-listing's search engine marketing program. C-listing reserves the right to include images from C-listing's proprietary image gallery into the Business' advertising. Business may elect to remove such image at any time by notifying C-listing. Business also grants C-listing an irrevocable (during the term of this Agreement) right and license to copy, display and modify Business' logo and/or trademark for inclusion on Business' advertising on the C-listing website and C-listing's distribution partners' websites, as well as for use in C-listing's marketing or promotional materials, emails, online postings or any other media. You also agree that you shall not be entitled to payment associated with C-listing's use of the foregoing.

2. Term and Termination

This Agreement shall begin on the date set forth on your Enrollment Form and continue for the term identified therein (the "Term"). Thereafter the term shall be renewed for any amount of time between 1 month and 3 years ("Renewal Term"). Each Renewal Term shall replace and supersede any other term identified in the Agreement or an Enrollment Form previously agreed to by the parties. In the event you terminate the Agreement prior to the expiration of the Term you shall pay a two month Liquidated Damage (not penalty) fee. The fee will depend on the Package and Plan you chose. Shall Business terminate a contract which provides monthly discounts (plans of 1 year or more), Business shall pay the full (undiscounted) amount of the two month fee, plus the difference between the full amount and the discounted amount for the previous month(s) under the contract. C-listing will refund Business the unused month(s) of the contract, shall there be any amount left over after the aforementioned fees have been applied. Notice of Business' termination of this Agreement will not be effective unless delivered in writing via email to businesstermination@c-listing.com or via fax to 212-625-8673 a minimum of five (5) business days in advance before the first day of the due month. If Business terminates the Agreement less than five (5) business days before the upcoming month is due, Business shall be liable for the full fee of that upcoming month. When terminating the Agreement, Business must provide its name, email address, and contact phone number. Any termination will require a minimum of five (5) business days for processing during which time business' advertising may remain on the C-listing's website. C-listing may terminate the Agreement at any time for any or no reason by providing Business written notice of such termination in accordance with the term of this agreement.

3. Fees

For the General Package you agree to pay C-listing the amounts set forth in the Enrollment Form in advance. Shall Business decide to upgrade from one package to another, Business shall agree to pay the new fee until the remainder of the Agreement. Shall Business upgrade having two (2) or more years left in the Agreement, Business shall continue to receive a 30% discount. Shall Business have between one (1) year and two (2) years remaining in the Agreement, Business shall receive a 25% discount. Shall Business have less than one (1) year remaining in the Agreement, Business shall receive a 20% discount. After Business is listed on C-listing, charges will apply shall there be any modifications and the charge amount is depending on the package and plan you choose.
For the Specific Location Package, you agree to pay C-listing the amounts set forth in the Enrollment Form in advance.
Your charges will occur monthly during the first day of each month, and you agree to make payment to C-listing by check or money order. In addition, C-listing may charge Business an interest on a monthly basis equal to eight percent (8%) per annum for invoices not paid within sixty (60) days from the day thereof.

4. Business's Representations and Warranties

Business represents and warrants to C-listing that (i) Business owns all artwork, text, trademarks, business names and/or other materials that it gives to C-listing; (ii) Business' performance hereunder will not cause a material breach of any agreement to which it is a party; (iii) Business has the right and authority to enter into this Agreement and perform the obligations herein; (iv) Business will at all times comply with all applicable laws and regulations; and (v) none of the logos, artwork, business names or other materials provided by Business under this Agreement shall infringe upon the intellectual property rights of any third party.

5. Indemnification

Business shall fully protect, indemnify and defend C-listing and all of its agents, officers, directors, shareholders, suppliers, partners, employees and each of their successors and assigns ("Indemnified Parties") and hold each of them harmless from and against any and all claims, demands, liens, damages, causes of action, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state or federal laws or regulations, property damage, attorneys' fees and court costs, arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to any of Business' advertising or products or services, or the provision thereof to consumers, and based upon any breach of Business' representations, warranties, or obligations as provided in this Agreement, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF C-LISTING.COM OR THE INDEMNIFIED PARTIES AND WITHOUT REGARD TO CAUSE OR TO ANY CONCURRENT OR CONTRIBUTING FAULT, STRICT LIABILITY OR NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE BY C-LISTING.COM OR THE INDEMNIFIED PARTIES.

6. Limitation of Liability

IN NO EVENT WILL C-LISTING.COM BE LIABLE TO BUSINESS FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF C-LISTING.COM TO THE BUSINESS EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY THE BUSINESS TO C-LISTING.COM DURING THE PRECEEDING SIX (6) MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM.

7. Disclaimer of Warranties

BUSINESS ACKNOWLEDGES AND AGREES THAT THE C-LISTING.COM SERVICES ARE PROVIDED TO BUSINESS ON AN "AS IS" BASIS, AND C-LISTING.COM DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. Other Terms

The terms of this Agreement and the Enrollment Form may be changed by C-listing from time to time, and you agree to be bound by any changes that are posted on the C-listing website or which are otherwise communicated to you. Business acknowledges and agrees that C-listing may from time to time send surveys and other marketing-related correspondence to Business via electronic or standard mail, and that Business may opt-out from receiving such correspondence in the future. In addition, Business agrees that it is required to maintain a current and operational email address on file with C-listing and that C-listing may send notices in connection with Business' advertising to the email address provided by Business including without limitation notices of pricing changes, changes to this Agreement, and notices of termination of this Agreement. Business will be liable for any attorneys' fees and costs if C-listing takes any legal action (including the retention of counsel) to enforce this Agreement. The laws of the State of New York (excluding the laws and principles with respect to conflicts of law) govern this Agreement. You hereby consent and agree that the state or federal courts in New York, New York are the exclusive forum for litigation of any claim by you arising under this Agreement, and you submit to sole and exclusive jurisdiction in New York, New York, and hereby irrevocably waive and relinquish any right to bring, or cause to be brought, any such action, or to have any such action brought, in any judicial or administrative forum outside New York, New York.