2.0 DESCRIPTION OF THE CALLCENTERDIRECTORY.BIZ FREE LISTINGS SERVICE
2.1 CallCenterDirectory.biz Classified and Event Free Listings (the "Service") is a free service provided by CallCenterDirectory.biz. Users who sign up for the Service may submit a free classified or event listing (a "Free Listing") for consideration for placement in a searchable CallCenterDirectory.biz database. Free Listings may be made available for distribution and use on the CallCenterDirectory.biz network and various CallCenterDirectory.biz authorized or CallCenterDirectory.biz affiliate authorized third party sites (the "CallCenterDirectory.biz Distribution Network Entities"). You agree that CallCenterDirectory.biz may display your Free Listing or portions thereof in forms such as search results, listing comparisons, reviews and other placements that may be made available from time to time. Provision of your Free Listing and use of the Service is subject to your compliance with the Terms. For clarity, the Service is a "Service" under the CallCenterDirectory.biz Terms of Service.
2.2 To participate in the Service, you must have a CallCenterDirectory.biz User ID. If you do not yet have a CallCenterDirectory.biz User ID, you will be prompted to create one during the registration process. You are responsible for keeping your CallCenterDirectory.biz User ID, password and other Service account information confidential. You agree to notify CallCenterDirectory.biz immediately of any actual or suspected unauthorized use of your CallCenterDirectory.biz User ID, password or access to the Service.
3.0 PROVISION OF YOUR FREE LISTING
3.1 Your Free Listing must comply with the Guidelines set forth
Guidelines. It is your responsibility to keep backups of all Free Listings as CallCenterDirectory.biz is not responsible for the loss of any Free Listings for any reason.
3.2 CallCenterDirectory.biz expressly prohibits any impermissible activities through the Service or your Free Listing, including but not limited to: (a) listing details with inappropriate or inaccurate information; (b) multiple listings of identical information; (c) multiple submissions of identical Free Listings, under different CallCenterDirectory.biz User ID's, aliases or accounts; or (d) any other fraudulent activity or purpose. CallCenterDirectory.biz may immediately terminate the TOS if CallCenterDirectory.biz suspects that you are engaged in any impermissible activities through the Service. THESE CRITERIA ARE MINIMUM REQUIREMENTS ONLY, AND CALLCENTERDIRECTORY.BIZ, IN ITS SOLE DISCRETION, MAY CONSIDER OTHER CRITERIA BEFORE ACCEPTING OR REJECTING A FREE LISTING.
3.3 CallCenterDirectory.biz reserves the right to decide whether, where, and how a Free Listing appears on the CallCenterDirectory.biz site. Your Free Listing will be categorized into the appropriate CallCenterDirectory.biz category chosen by you from categories provided by CallCenterDirectory.biz. CallCenterDirectory.biz reserves the right at any time to categorize or re-categorize any listings, as determined solely by CallCenterDirectory.biz in its reasonable discretion. NOTHING IN THIS AGREEMENT OBLIGATES CALLCENTERDIRECTORY.BIZ TO PLACE YOUR LISTING WITHIN A SPECIFIC CATEGORY OR SUBCATEGORY, OR TO PROVIDE ANY COMMENTS OR ANNOTATIONS WITH THE LISTING OF YOUR SITE. It is your responsibility to keep backups of all Free Listings, as CallCenterDirectory.biz is not responsible for the loss of any Free Listings for any reason. You acknowledge and agree that CallCenterDirectory.biz has the right, at any time and for any reason, to redesign or modify the organization, structure, specifications, "look and feel," navigation, guidelines, features and other elements of the Service and any section of the CallCenterDirectory.biz network or CallCenterDirectory.biz Distribution Network Entities' sites, including any pages on which your Free Listing may be displayed or delivered, or linked to or from.
3.4 You hereby grant to CallCenterDirectory.biz, its affiliates and CallCenterDirectory.biz Distribution Network Entities a non-exclusive, worldwide, royalty-free license to use, reproduce, reformat, publicly display, publicly perform and electronically distribute your Free Listing or portions thereof (including any content, images, technology, trademarks, or other brand features contained therein) during the Term for the purposes of (a) displaying and promoting you and your Free Listing; and (b) providing features and functionality of CallCenterDirectory.biz, its affiliates, and the CallCenterDirectory.biz Distribution Network Entities, including but not limited to the right to incorporate your Free Listings into a searchable database. CallCenterDirectory.biz will have the right, but not the obligation, to review your Free Listing. CallCenterDirectory.biz reserves the right to immediately cancel or reject, without notice, any Free Listing, or suspend your access to the Service and terminate the TOS and your CallCenterDirectory.biz User ID (including email), at any time for any reason whatsoever (including but not limited to the belief by CallCenterDirectory.biz that the Free Listing or any information included in an Free Listing may subject CallCenterDirectory.biz to criminal or civil liability). Nothing herein will limit CallCenterDirectory.biz's right to use any information or data that is in the public domain or that is publicly accessible.
3.5 You represent and warrant to CallCenterDirectory.biz that: (a) you have, and will have at all times, all right, title and interest necessary to grant to CallCenterDirectory.biz any and all licenses hereunder for the purposes contemplated by these Terms; (b) nothing in your Free Listing is false, misleading, defamatory, libelous, slanderous, illegal or threatening; (c) you have all necessary rights, permits and licenses under all applicable laws, rules and regulations to promote, offer for sale, sell, and ship all products or services available through the business identified in your Free Listing regardless whether such products or services are described in your listing; (d) you will not engage in any impermissible activities; (e) you are solely responsible for all customer service, order fulfillment, product returns, or payment of taxes or charges associated with any products or services that link from a Free Listing or from a site included in your Free Listing; and (f) your Free Listing (including all content, images, trademarks, and technology contained therein) and all products, services and materials available from your site will comply with all applicable laws, rules and regulations, the TOS, Guidelines and the Privacy Policy (as defined in Section 6.1 below) and will not infringe the rights of any third party, including any intellectual property rights.
3.6 You acknowledge and agree that CallCenterDirectory.biz has the right, at any time and for any reason, to redesign or modify the organization, structure, specifications, "look and feel," navigation, guidelines, features and other elements of the Service and any section of the CallCenterDirectory.biz network or CallCenterDirectory.biz Distribution Network Entities' sites, including any pages on which your Free Listing may be displayed or delivered, or linked to or from. CallCenterDirectory.biz does not guarantee any position or Search ranking in any pages on which your Free Listing may be displayed or delivered, or linked to or from.
4.0 AGREEMENT TO TERMS. By clicking on the "I AGREE, PLACE LISTING" button on the order confirmation form, you authorize CallCenterDirectory.biz to place your Free Listing in accordance with these Terms. YOU ACKNOWLEDGE AND AGREE THAT THE ACCEPTANCE OR DISPLAY OF YOUR LISTING OR PORTIONS THEREOF, OR ANY MEASURE OF PERFORMANCE OR SUCCESS OF YOUR LISTING, IS NOT GUARANTEED.
5.0 TERM AND TERMINATION
5.1 The initial term of the TOS will be for a period of one (1) month commencing on the date that you click the "I AGREE, PLACE LISTING" button, or any longer period of time indicated during your registration for the Service (the "Initial Term") and may be renewed for successive periods of days, weeks, or months (collectively, the "Term") unless terminated by either party according to the terms of Sections 5.2 or 5.3 below--provided, however, that to qualify for each renewal the listing must, at the time of renewal, be in substantial compliance with the material terms and conditions of the Terms. CallCenterDirectory.biz shall have the right, but not the obligation, to review the listing for compliance with the Terms as part of the renewal process, or at any time.
5.2 Either party may immediately terminate the TOS at any time, in its sole discretion; provided, if CallCenterDirectory.biz is the terminating party, then notice will be provided to you in the manner described in Section 13 and the termination will be effective upon your receipt of such notice.
5.3 If you desire to terminate your listing your CallCenterDirectory.biz User ID and password will be required for you to complete the online termination process, and it is your responsibility to remember these. If you are the party terminating, then you must log on to your CallCenterDirectory.biz account at CallCenterDirectory.biz.com Click the “Edit” link on the top right hand corner of the home page, select the proper directory from the drop down menu. A list of your listing(s) should appear and you may then select the listing you wish to terminate by clicking the “Delete Post” link. Termination will be effective when your request is completely processed. You authorize CallCenterDirectory.biz to keep and use during and after the Term, in accordance with Section 6 below, a record of any information related to your use of the Service.
5.4 Notwithstanding anything to the contrary herein, CallCenterDirectory.biz may, but has no duty to, immediately terminate the TOS and remove a Free Listing if CallCenterDirectory.biz in its sole discretion concludes that: (a) you have provided false information as part of your registration information; (b) you are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services in conjunction with a Free Listing; (c) you have materially violated the TOS, the Guidelines, the Privacy Policy; or (d) you are engaged in activities or sales that may damage the rights of CallCenterDirectory.biz or others. Any termination under this section 5.3 will take effect immediately without any opportunity to cure.
5.5 If your CallCenterDirectory.biz User ID is terminated for any reason, the TOS and your access to the Service will also be terminated pursuant to Section 5.3.
5.6 The provisions of Sections 3.6, 5.2, 5.3, 5.4, 6, 8, 9, 10, 11, 12, 13 and 14 and this section 5.5 will survive any termination or expiration of the TOS.
6.0 PRIVACY AND COMMUNICATIONS
6.1. Your registration information is subject to our privacy policy as set forth (the "Privacy Policy"). In accordance with the Privacy Policy, you agree that CallCenterDirectory.biz may share data related to your use of the Service, including any CallCenterDirectory.biz registration or other related information, with CallCenterDirectory.biz affiliates and their contractors or agents for the purpose of supporting your use of the Service and to offer or provide you with other related services from CallCenterDirectory.biz or CallCenterDirectory.biz affiliates.
6.2 As part of your registering for the Service, you agree that some communications are required, such as, by way of example and not limitation, customer service messages regarding your account with CallCenterDirectory.biz, updates to the Service and your Free Listing. In order to opt-out of receiving such communications you must cancel the Service.
6.3 As part of the Service, you agree to receive the first of an ongoing series of Newsletter communications related to the Service ("Newsletters"). Newsletters may include information about new or updated product features, user traffic, enhanced functionality, additional distribution opportunities, in addition to other related products and services. Upon receipt of this first Newsletter, you will have the opportunity to opt-out of future Newsletters by clicking on unsubscribe links or by following unsubscribe instructions within the communication.
7.0 RATINGS. Please note that CallCenterDirectory.biz may upon our discretion, enable users to rate and provide written reviews on you and your listing. The ratings and reviews will be publicly displayed. By participating in the Service, you agree to be subject to such rating and review features. CallCenterDirectory.biz will notify you of any future plan to enable users to rate and provide written reviews on you and your listing.
8.0 CONFIDENTIALITY. Except as otherwise expressly provided herein, each party agrees not to disclose Confidential Information of the other party without prior written consent. "Confidential Information" means any confidential, proprietary or trade secret information relating to the Terms or disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the Term including business, financial or technical information that is not (a) disclosed in public materials or otherwise in the public domain through no fault of the Receiving Party; (b) lawfully obtained by the Receiving Party from a third party without any obligation of confidentiality; (c) lawfully known to the Receiving Party prior to disclosure by the Disclosing Party; (d) independently developed by the Receiving Party; or (e) required or reasonably advised to be disclosed by law as long as the Receiving Party affords the Disclosing Party a reasonable opportunity to seek protective legal treatment of the Confidential Information.
9.0 INDEMNITY. You agree to indemnify, defend, and hold harmless CallCenterDirectory.biz, and its parents, subsidiaries, affiliates, officers, directors, employees, agents, and CallCenterDirectory.biz Distribution Network Entities from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (a) your use of the Service; (b) the submission, acceptance or rejection of your Free Listing; (c) the publication of your Free Listing; (d) any content, images, material, product or service of yours to which users can link through the Free Listing; (e) any alleged violation of the TOS, the Guidelines, or the Privacy Policy; or (f) any alleged violation of any rights of others related to your use of the Service, your Free Listing, or the publication of your Free Listing or portions thereof (including without limitation, any claim of patent, trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices). CallCenterDirectory.biz reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, which will not excuse your indemnity obligations.
10.0 DISCLAIMER OF WARRANTIES AND LIABILITIES. THE SERVICE, THE CALLCENTERDIRECTORY.BIZ NETWORK AND THE CALLCENTERDIRECTORY.BIZ DISTRIBUTION NETWORK ENTITIES' SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER THE TOS, GUIDELINES, PRIVACY POLICY, CALLCENTERDIRECTORY.BIZ TERMS OF SERVICE NOR ANY DOCUMENTATION FURNISHED UNDER THEM ARE INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.
11.0 LIMITATION OF LIABILITY. CALLCENTERDIRECTORY.BIZ, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND CALLCENTERDIRECTORY.BIZ DISTRIBUTION NETWORK ENTITIES WILL 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 DAMAGES OF ANY CHARACTER, EVEN IF CALLCENTERDIRECTORY.BIZ, ITS AFFILIATES OR CALLCENTERDIRECTORY.BIZ'S DISTRIBUTION NETWORK ENTITIES ARE AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, CALLCENTERDIRECTORY.BIZ'S ACCEPTANCE, REJECTION, REMOVAL, OR CANCELLATION OF A FREE LISTING, CALLCENTERDIRECTORY.BIZ'S PUBLICATION OF A FREE LISTING, USERS CLICKING ON A FREE LISTING AND ACCESSING THE LINKED WEB SITE, OR USERS RATING OR PROVIDING PUBLICLY DISPLAYED REVIEWS ON YOU OR YOUR SERVICES OR PRODUCTS. CALLCENTERDIRECTORY.BIZ'S, ITS AFFILIATES' OR A CALLCENTERDIRECTORY.BIZ DISTRIBUTION NETWORK ENTITY'S LIABILITY TO YOU WILL NOT, FOR ANY REASON, INDIVIDUALLY OR IN THE AGGREGATE, EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO CALLCENTERDIRECTORY.BIZ UNDER THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
12.0 OWNERSHIP. You acknowledge and agree CallCenterDirectory.biz (a division of CallCenterDirectory.biz) is the exclusive owner of the CallCenterDirectory.biz network and the Service, including, without limitation, any and all intellectual property or proprietary rights therein.
13.0 NOTICES. Any notices or communications under the TOS to you will be addressed to the electronic address specified in your User ID registration form or mailing address specified in your User ID registration form, as you may update such information from time to time, and will be deemed delivered immediately upon sending in the case of electronic mail and three days after mailing in the case of standard written mail.
14.0 GENERAL. The TOS will be governed by and construed in accordance with the laws of the State of Iowa without regard to its conflicts of law provisions. You hereby agree that any cause of action you may have with respect to the Site must be exclusively filed in the federal or state courts located in Polk County, Iowa, within one (1) year after the cause of action arises or the cause is barred. You hereby consent to personal jurisdiction in the federal and state courts in Polk County, Iowa, and waive any objection based on forum non conveniens. As a condition of using this Site, you agree that all causes of action arising out of or connected with this Site shall be resolved individually, without resort to any form of class action. If for any reason a court of competent jurisdiction finds any provision of the TOS, or portion thereof, to be unenforceable, that provision of the TOS will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of the TOS will continue in full force and effect. Failure by CallCenterDirectory.biz to enforce any provision of the TOS will not be deemed a waiver of future enforcement of that or any other provision of the TOS. Neither party to the TOS will be liable to the other for any delay or failure in performance under the TOS resulting directly or indirectly from acts of nature or causes beyond its reasonable control. The section titles in the TOS are for convenience only and have no legal or contractual effect. Any and all press releases and other public announcements related to your participation in the Service must be approved in advance by CallCenterDirectory.biz in writing. This TOS constitutes the entire agreement between the parties regarding the subject matter hereof and supersede all previous proposals, both oral and written, representations, writings, and all other communications between the parties. In the event that the terms and conditions of the TOS conflict or are inconsistent with the Guidelines or the CallCenterDirectory.biz Terms of Service, the terms and conditions of the TOS will be deemed to control. Neither this TOS, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or granting a franchise between the parties.
