Service Agreement Standard Terms and Conditions
THIS IS A LEGALLY BINDING AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY.
1. Acknowledgement & Acceptance of Agreement
1.2. Pursuant to this Agreement, the Advertiser submits Business Listing(s) and/or link(s) to, its web site(s) for inclusion on Nurdle’s web site. The terms and conditions applicable are set forth below.
1.3. Basic inclusion of a website title, description and URL (‘Business Listing’) on the Nurdle site are sold on an inclusion basis for a one time, non-refundable setup fee and an annual renewal fee. THE RESISTRATION FEE IS IN CONSIDERATION FOR NURDLE’S EDITORIAL REVIEW OF THE BUSINESS LISTING SUBMISSION AND IS THEREFORE NON-REFUNDABLE, EVEN IN THE EVENT THAT NURDLE DECLINES TO INCLUDE THE ADVERTISER’S BUSINESS LISTING. Nurdle may, in its sole discretion, change the setup or annual renewal fee at any time.
1.4. Following submission by the Advertiser of a Business Listing submission form, Nurdle will review the Business Listing entry containing the information submitted by the Advertiser regarding its website, to determine whether the Advertiser’s Business Listing entry and applicable web site is eligible for inclusion in Nurdle. Within five (5) business days from the date the Business Listing submission form is received by Nurdle, Nurdle will review the Advertiser’s Business Listing entry inclusion to determine whether it is eligible for inclusion in Nurdle.
2. Notification of Changes
2.1. Nurdle may, at any time in its sole discretion, change the terms of this Agreement. Modifications may include, without limitation, increases to the annual fees charged for the Listing Services. Whenever Nurdle changes this Agreement, it will post those changes to its Web Site and will update the ‘Last Updated’ date at the top of this Agreement. The revised terms will become effective on the date Nurdle posts such changes to its Web Site, except annual fee increases will become effective at the time your annual Agreement automatically renews. It is your obligation to check this Agreement regularly to ensure you are updated as to any changes. Without limiting the foregoing, if Nurdle determines in its sole discretion that the modification is material, it will notify you electronically via the email address associated with each account. If any modification to this Agreement is not acceptable to you, your only remedy is to notify Nurdle of your election not to renew your Agreement, as provided in Section 3 below.
3. Term of Agreement
3.1. Nurdle may, at any time in its sole discretion, with or without cause, terminate this Agreement and/or cancel any listings or links submitted under this Agreement.
3.2. Auto-Renewal:The Advertiser’s Business Listing subscription will be automatically renewed for successive one-year terms, unless the Advertiser notifies Nurdle by sending an email with the words ‘CANCELLATION’ in the subject line to email@example.com. Advertiser shall deliver such notice at least thirty (30) days prior to the commencement of the next renewal term. If Nurdle is unable to process the Advertiser’s credit card payment because the credit card has expired or is otherwise invalid, then Nurdle may contact the Advertiser to obtain payment information and/or cancel the Advertiser’s subscription and/or run the credit card with updated expiration date.
3.3. The cost of the renewed Listing will be the then-current standard rate. The Advertiser’s credit card will be charged the non-refundable renewal fee in accordance with the terms of this Agreement.
4. Service Fees and Payment Terms
4.1. The Advertiser agrees to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity. If the Advertiser disputes any charge made under this Agreement, the Advertiser must notify Nurdle in writing within sixty (60) days after any such charge; failure to so notify Nurdle shall result in the waiver by the Advertiser of any claim relating to any such disputed charge. Charges shall be calculated solely based on records maintained by Nurdle. No other measurements or statistics of any kind shall be accepted by Nurdle or have any effect under this Agreement.
4.2. Fees: The Advertiser agrees to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity. If the Advertiser disputes any charge made under this Agreement, the Advertiser must notify Nurdle by sending a detailed notice of dispute to Nurdle via email at: firstname.lastname@example.org within ten (10) days of the charge; failure to so notify Nurdle shall result in the waiver by the Advertiser of any claim relating to any such disputed charge. Charges shall be calculated solely based on records maintained by Nurdle. No other measurements or statistics of any kind shall be accepted by Nurdle or have any effect under this Agreement. All payments made under this Agreement are non-refundable.
4.3. Late Payments: Any charges which are past due by more than thirty (30) days shall bear interest at the rate of one percent (1%) per month or the maximum rate permitted by applicable law, whichever is less, and the Advertiser shall reimburse Nurdle for any costs and fees (including attorneys’ fees) incurred by Nurdle in an effort to collect any amount due hereunder.
4.4. Disputes: If the Advertiser has any questions or objections regarding charges to its credit card, it must promptly (within 30 days) notify Nurdle in writing (including electronic mail) and make a reasonable and good faith effort to resolve its objection before it disputes the charge with the credit card processing company. Such notice must identify the amount in dispute and must provide in reasonable detail the basis for disagreement with any charges. If (a) the Advertiser fails to comply with these requirements BEFORE filing a dispute with the credit card processing company, or (b) the Advertiser files a dispute with the credit card processing company that is not in good faith, the Advertiser will be in material breach of this Agreement and Nurdle will be entitled to liquidated damages calculated as follows in addition to any equitable remedies available to it. Liquidated damages may include but not be limited to: all fees accrued up to the termination of this Agreement, plus attorney fees and costs, plus late fees on the foregoing at the legal rate of interest. For purposes of this paragraph, disputing payment because of inability to pay or because of the Advertiser’s failure to submit a proper notice of non-renewal by the applicable date shall not be considered to be a good faith dispute.
4.5. Payment Method: To maintain a Listing account with Nurdle, the Advertiser must maintain a valid Visa, MasterCard or American Express credit card number on file with us. The Advertiser’s credit card will be charged upon submission and renewal of a Listing pursuant to Section 6 below. Listing accounts are renewed on an annual basis as set forth in Section 6. Advertisers are generally required to pay for Listings by the credit card method.
5. Editorial Standards and Requirements
5.1. The Advertiser’s Listing entries are written by Nurdle, or written by the Advertiser subject to Nurdle’s approval. The Advertiser agrees to be bound by and follow the Nurdle editorial standards. The Advertiser’s submissions to the Nurdle site will be subject to Nurdle editorial review, modification and/or removal in Nurdle’s sole discretion. Nurdle reserves the right, but not the obligation, to review the Advertiser submissions.
5.2. THE ADVERTISER REPRESENTS AND WARRANTS THAT ITS LISTINGS, LINKS AND SUBMISSIONS TO THE NURDLE SITE DO NOT, AND WILL NOT INCLUDE CONTENT, OR LINKS TO CONTENT, WHICH MAY RESULT IN A CLAIM AGAINST, OR CIVIL OR CRIMINAL LIABILITY TO, NURDLE OR THAT OTHERWISE VIOLATES APPLICABLE LAW OR THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTENT THAT IS FRAUDULENT, DECEPTIVE, LIBELOUS, DEFAMATORY, OBSCENE, PORNOGRAPHIC, ADULT-THEMED, INFRINGING OR THAT VIOLATES THE PRIVACY, PUBLICITY OR ANY OTHER RIGHT(S) OF A THIRD PARTY.
5.3. THE ADVERTISER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS NURDLE AND ITS AFFILIATES AND PARTNERS, AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, SHAREHOLDERS, AGENTS, LICENSEES AND EMPLOYEES, FROM AND AGAINST ALL THIRD PARTY CLAIMS, ACTIONS, LIABILITIES, LOSSES, EXPENSES, DAMAGES, AND COSTS INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES (COLLECTIVELY, ‘LOSSES’) THAT MAY AT ANY TIME BE INCURRED AS A RESULT OF ANY THIRD PARTY CLAIMS, SUITS OR PROCEEDINGS: (A) ARISING OUT OF ANY BREACH BY THE ADVERTISER OF ANY DUTY, REPRESENTATION OR WARRANTY UNDER THIS AGREEMENT; OR (B) ARISING FROM THE CONTENT OR SUBJECT MATTER OF ANY ADVERTISER LISTING, LINK, SUBMISSION OR CONTENT OF SITES TO WHICH VISITORS CAN LINK THROUGH THE ADVERTISER’S LINKS OR LISTINGS. NURDLE RETAINS COMPLETE EDITORIAL DISCRETION WITH RESPECT TO ALL LISTINGS AND LINKS, INCLUDING, WITHOUT LIMITATION, REGARDING THE SELECTION, PLACEMENT, KEYWORDS, TITLE, DESCRIPTIONS AND MULTILINKS.
6.1. Nurdleendeavours to protect the security of the Advertiser’s payment information during transmission by using Secure Sockets Layer (‘SSL’) when receiving payment information through the Nurdle website. It is important for the Advertiser to protect against unauthorized access to your password and your computer. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and the Advertiser agrees to accept full responsibility for all activities conducted using the Advertiser’s account on Nurdle.
7. Registration Information
7.1. In connection with the Listing program, the Advertiser is required to submit registration information. Nurdle may use such information to contact the Advertiser regarding its listings and links. Nurdle may disclose such information to its third party vendors and service providers in connection with conducting its business and providing and maintaining its site, and, in addition, in the good faith belief that such disclosure is reasonably necessary to (a) comply with the law or legal process; (b) enforce this Agreement; or (c) protect the rights or interests of Nurdle, its affiliates or related parties. Notwithstanding anything to the contrary herein, Nurdle may transfer, sell or assign such information to third parties as a result of a merger, consolidation or combination of Nurdle with another entity.
8.1. The Advertiser hereby grants to Nurdle a worldwide, limited, non-exclusive, non-transferable, royalty-free license to: (i) reproduce, distribute, transmit, display, perform, download, cache, store on its servers, and otherwise use the Advertiser’s listings and submissions, and any portion thereof, including, without limitation, the trademarks, trade names, service marks and logos set forth therein, or as otherwise specified in writing by the Advertiser (collectively the ‘Advertiser Marks’), for purposes of providing the services covered by this Agreement; and (ii) incorporate in Nurdle’s sites links provided by the Advertiser as part of its listings and submissions.
9. Warranty Disclaimer
9.1. NEITHER NURDLE NOR ITS SUPPLIERS OR VENDORS MAKE ANY WARRANTIES (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE. NURDLE’S OBLIGATIONS UNDER THIS AGREEMENT ARE SUBJECT TO DELAYS CAUSED BY WAR, TERRORISM, ACT OF GOD, EMBARGOES, OR ANY OTHER CIRCUMSTANCES BEYOND NURDLE’S REASONABLE CONTROL. THE ADVERTISER ACKNOWLEDGES THAT NURDLE’S SITE IS OPERATED ON AN ‘AS IS’, ‘AS AVAILABLE’ BASIS, AND THAT NEITHER NURDLE NOR ITS SUPPLIERS OR VENDORS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING THE PLACEMENT OF LISTINGS OR LINKS OR THE PERFORMANCE OR SECURITY OF ITS WEB SITE OR SERVICES.
10. Limitation of Liability
10.1. IN NO EVENT SHALL NURDLE OR ANY OF ITS SUPPLIERS, VENDORS OR AFFILIATES BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND REGARDLESS OF THE CAUSE OF ACTION UPON WHICH ANY SUCH CLAIM IS BASED. IN NO EVENT SHALL NURDLE’S LIABILITY FOR ANY REASON WHATSOEVER EXCEED THE FEES PAID TO NURDLE BY THE ADVERTISER UNDER THIS AGREEMENT DURING THE SIX MONTH PERIOD PRIOR TO THE TIME THE APPLICABLE CLAIM ACCRUED.
11.1. In no event shall the Advertiser collect, or cause or permit the collection of, any Personal Information (as defined below) from users of Nurdle’s site while such users are browsing or viewing Nurdle’s sites, or place any file or code, including cookies, on the personal computers of users of Nurdle’s sites while such users are browsing or viewing Nurdle’s sites. Nurdle’s privacy policies shall apply to users of Nurdle’s Web Site while users are browsing or viewing Nurdle’s site, and the Advertiser shall comply with same. Nurdle shall own all information relating to user access to Nurdle’s site, including, but not limited to, all Personal Information, demographics and usage information gathered therefrom. ‘Personal Information’ includes an individual’s name, address, e-mail address, age, date of birth, credit card or other financial information, or any other contact or personal information about an individual or from which the personal information about an individual can be derived.
12. Reservation of Rights
12.1. The Advertiser agrees that Nurdle retains all right, title and interest in and to Nurdle’s technology, services and other intellectual property rights. The Advertiser agrees that it will not reproduce, distribute, alter, modify, copy, edit, format, create derivative works of or otherwise use any materials, content or technology provided by Nurdle, except as explicitly provided herein or approved in advance in writing by Nurdle.
13.1. Nurdle reserves the right, in its sole discretion, to (i) remove the Advertiser’s Listing and/or cancel the Advertiser’s account for any reason or no reason; (ii) change the fees for Listing; (iii) change the procedures or rules for obtaining or maintaining a Listing; (iv) alter the content or other aspect of any Listing; and (v) discontinue Listing and/or the Nurdle Directory or website. Payment of the Advertiser’s fee will not guarantee that the Advertiser’s listing(s), link(s) and/or account will remain on the Nurdle Directory or website if the Advertiser or the Advertiser’s listing is deemed to be in violation of any term or condition of this Agreement. Upon any termination or expiration of this Agreement, the Advertiser shall promptly pay Nurdle all moneys due hereunder.
13.3. The English courts will have exclusive jurisdiction over any claim arising from, or related to, this Agreement, although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country. Any rights or obligations hereunder may not be transferred or assigned by the Advertiser without the prior written consent of Nurdle. Nurdle may freely assign and delegate the Agreement and any of its rights and obligations hereunder.
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