Terms and Conditions Free : LocalAreaGuide

Below are the terms of the Agreement between Marketable Media and the Client.

1. Authorization. The Client is engaging Marketable Media as an independent contractor for services provided in the Project Scope portion of this Agreement. The Client guarantees that they are a representative of the company they are submitting to LocalAreaGuide.com and authorized to place the said company into the LocalAreaGuide.com directory.

2. Project Scope. Marketable Media will provide the Client with a profile in the LocalAreaGuide.com directory. Marketable Media reserves the right to disapprove any profile for active listing.

3. Client Responsibilities. The following must being provided by the Client.

a. Custom Text. All text supplied by the Client must be owned by the Client or obtained lawfully to avoid copyright infringements.

b. Custom Images. All images supplied by the Client must be owned by the Client or obtained lawfully to avoid copyright infringements.

c. Custom Videos. All videos supplied by the Client must be owned by the Client or lawfully obtained to avoid copyright infringements.Marketable Media may, at their discretion, make changes to the Client’s profile at anytime.

4. Maintenance Services. If the client desires Marketable Media to perform maintenance or updates on their profile, this work will be billed at a rate of $65.00/hour, paid in advance.

5. Copyrights and Trademarks. The Client represents to Marketable Media and unconditionally guarantees that all text, images, videos, designs, trademarks, or other media furnished by the Client for inclusion in LocalAreaGuide.com are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Marketable Media from any claim or suit arising from the use of such elements furnished by the Client.

6. Indemnification. Client agrees that it shall defend, indemnify, save, and hold Marketable Media harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, associated with the Client’s profile and campaign. This includes, but is not limited to: liabilities asserted against Marketable Media, its agents, clients, sub-contractors, servants, officers, and employees that may arise or result from any services provided, performed, or agreed to be performed, or any product or service sold by the Client, its agents, employees, or assigns. This may also include: infringing on the proprietary rights of a third party, copyright infringement, delivering a defective product, or misinformation which is detrimental to another person, organization, or business.

7. Warranties. Marketable Media disclaims all warranties, express or implied, including without limitation, any and all warranties of merchantability, fitness for a particular purpose, and non-infringement in connection with this Agreement.

8. Guarantees. Marketable Media has no control over the policies of the search engines or any third party websites. For this reason, Marketable Media cannot guarantee rankings, positions, or placement in any of the aforementioned. In addition, Marketable Media cannot guarantee additional revenue as a result of services provided.

9. Limitation of Liability. In no event shall Marketable Media, its employees, officers, or directors be liable in contract, tort, strict liability, warranty or any other theory of liability, for any special, indirect, incidental or consequential damages, of any nature, including but not limited to delay, disruption, loss of product, loss of profits or revenue, loss of position, website/profile being banned, loss of use of the equipment or system, non-operational or increased expense of operation of other equipment or systems, cost of capital, or cost of purchase or replacement of equipment systems or power, even if such party shall have been advised of the possibility of such damages. In no event shall Marketable Media be liable to Client or any other third party for any damages in excess of the amounts paid or due to Marketable Media hereunder. In no event shall either party be liable for punitive damages.The limitation on damages set forth above are fundamental elements of the basis of the Agreement between Marketable Media and the Client. Marketable Media cannot provide services without such limitations.

10. Laws Affecting Electronic Commerce. From time to time governments enact laws, levy taxes, and tariffs affecting internet, electronic commerce. The Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, indemnify, and defend Marketable Media from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of internet, electronic commerce.

11. Ownership to Web Pages and Graphics. Copyright to the finished assembled work of web pages, including content, images, graphics, and videos provided by Marketable Media shall be vested with Marketable Media. Marketable Media retains the right to display all profiles as examples of their work in their portfolio.

12. Communications with Client. Client agrees to allow Marketable Media and its affiliates the right to provide unsolicited and continued communications with the Client both during and after this Agreement, either by way of e-mail, mail, or telephone. This will enable Marketable Media and its affiliates to continue an on-going relationship with the Client including providing updated information on services, etc.

13. Solicitation of Marketable Media’s Employees or Independent Contractors. During the term of this Agreement, and for one (1) year thereafter, Client shall not; (a) offer employment to or employ any Marketable Media employee or independent contractor either full-time or part-time; (b) hire or offer to hire any Marketable Media employee or independent contractor as a consultant, intern, trainee, or the equivalent of Client, to provide service or products having the same general nature as those provided by Marketable Media to its clients under this Agreement. The Client shall not request, cause, or induce Marketable Media employees or independent contractors to breach any agreement between the employee or independent contractor and Marketable Media; and the Client shall not request, cause, or induce the employee or independent contractor to leave the employ of Marketable Media.

14. Litigation. Any disputes arising from this Agreement will be litigated or arbitrated in Bonneville County, Idaho. This Agreement shall be governed and construed in accordance with the laws of the State of Idaho and the parties expressly agree upon and consent to such jurisdiction and venue and consent to the personal jurisdiction of the State and Federal Courts located in the State of Idaho.

15. Duration. The duration of this Agreement shall be indefinite until cancelled by one of the parties. In the event of cancellation, the terms of this Agreement shall remain in force.

16. Termination. Marketable Media and the Client retain the right to terminate this Agreement at anytime.

17. Hosting. Hosting services for Client’s profile will be provided at no charge.

18. Revisions. Marketable Media retains the right to amend or modify this Agreement at any time at their sole discretion. Any changes to the terms will be provided to the Client, in writing, thirty (30) days in advance of any change.

19. Entire Agreement. The parties understand and expressly agree that (i) this Agreement terminates and supersedes all prior understanding or agreements on the subject matter hereof, (ii) this Agreement constitutes the entire agreement between the parties relative to the subject matter hereof, and (iii) there are no representations, warranties or agreements, either express or implied or oral or written, except as set forth herein. This Agreement may be modified only in writing executed by both parties that specifically indicates it is amending this Agreement.

20. Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

21. Construction. The language used in this Agreement will be deemed the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against either party.

22. Waiver. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

23. Signature. By typing the Client’s name in the appropriate section and checking the “I Accept Terms and Conditions” box, Client understands he/she has authorized Marketable Media to proceed with implementing the terms of this Agreement.

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