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The following Web Semantics Advertiser Terms (“Advertiser Terms”), together with the Web Semantics Website Terms and Conditions (“Terms and Conditions”), Web Semantics Website Privacy Policy (“Privacy Policy”) and any and all other applicable Web Semantics operating rules, policies, price schedules and other supplemental Terms and Conditions or documents that may be published from time to time (collectively, the “Agreement”), shall govern your ability to submit free Listings on the Site and/or to use of the Advertiser Services (including submitting Listings for publication by Web Semantics on Distribution Sites (as defined below) in connection therewith). These Advertiser Terms are hereby incorporated into the Agreement, and any and all Terms and Conditions contained therein shall apply to these Advertiser Terms. Where there is a conflict between the Terms and Conditions of these Advertiser Terms and those of the Agreement in connection with the Paid Advertiser Services and/or submission of free Listings, these Advertiser Terms shall govern in all respects. Capitalized terms that are used but not defined herein shall have the meaning set forth in the Terms and Conditions.
The following Web Semantics Advertiser Terms (“Advertiser Terms”), together with the Web Semantics Website Terms and Conditions (“Terms and Conditions”), Web Semantics Website Privacy Policy (“Privacy Policy”) and any and all other applicable Web Semantics operating rules, policies, price schedules and other supplemental Terms and Conditions or documents that may be published from time to time (collectively, the “Agreement”), shall govern your ability to submit free Listings on the Site and/or to use of the Advertiser Services (including submitting Listings for publication by Web Semantics on Distribution Sites (as defined below) in connection therewith). These Advertiser Terms are hereby incorporated into the Agreement, and any and all Terms and Conditions contained therein shall apply to these Advertiser Terms. Where there is a conflict between the Terms and Conditions of these Advertiser Terms and those of the Agreement in connection with the Paid Advertiser Services and/or submission of free Listings, these Advertiser Terms shall govern in all respects. Capitalized terms that are used but not defined herein shall have the meaning set forth in the Terms and Conditions.
Please review these Advertiser Terms, and the Agreement, carefully, prior to submitting free Listings and/or utilizing the Paid Advertiser Services. If you do not agree to the terms of these Advertiser Terms, and the Agreement, in their respective entirety, you are not authorized to submit free Listings and/or utilize the Paid Advertiser Services.
YOU UNDERSTAND AND AGREE THAT Web Semantics IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER WHATSOEVER FOR YOUR INABILITY TO SUBMIT FREE LISTINGS AND/OR UTILIZE THE PAID ADVERTISER SERVICES.
1. Leads/Distribution Sites. As an Advertiser or Third Party Service Provider, as applicable, you may: (a) collect self-reported data records from Site Users (each individual data record a “Lead”) by and through the Site and other Web Semantics Offerings; and/or (b) receive Lead data from Web Semantics and/or receive telephone calls from the applicable Leads, where: (i) Site Users express an interest in your Listing, business type and/or your Third Party Offerings; (ii) users on Distribution Sites express an interest in your Listing, business type and/or your Third Party Offerings; and/or (iii) Web Semantics’s third party marketing partners generate Leads from consumers that express interest in your Listing, business type and/or your Third Party Offerings. You may only use the Lead and associated data to contact the subject Lead regarding that Lead’s specific request with respect to your Listing, business type and/or Third Party Offerings, as applicable (“Lead Request”). You may not market, solicit, transfer, share, sell rent or otherwise utilize any Lead other than to respond directly to the subject Lead regarding the applicable Lead Request. You understand and agree that Web Semantics may provide your Listing to Web Semantics operated and/or third party online and offline venues, including other online or offline directories or 411 type services (collectively, “Distribution Sites”).
2. TCPA Compliance. Where you intend to contact any Leads collected by and through the Web Semantics Offerings, via telephone, you: (a) acknowledge and agree that Web Semantics has not obtained the “prior express written consent” (as defined below) for you to contact the Leads via artificial voice calls, pre-recorded calls or calls placed with the assistance of autodialer technology (unless Web Semantics has specifically noted otherwise as part of the Lead Request); and (b) represent and warrant that you will comply with all record keeping requirements, call hour restrictions, disconnect requirements, prohibitions against contacting facilities and telephonic devices of certain classifications (e.g. mobile and telefax numbers), caller identification, live operator requirements and any and all other provisions of the Telephone Consumer Protection Act (47 USC § 227), and its implementing regulations adopted by the Federal Communications Commission (47 CFR § 64.1200), as amended from time-to-time (the “TCPA”), and other applicable state and federal laws. For purposes of these Advertiser Terms, “prior express written consent” shall have the meaning as set forth in the TCPA.
3. Representations and Warranties. You represent and warrant that your: (a) use of Leads and associated data collected by and through the Web Semantics Offerings; (b) Third Party Offerings; and/or (c) other interactions with any and all Leads will not violate any law, statute or other governmental regulation including, but not limited to, the Gramm-Leach Bliley Act, the CAN-SPAM Act of 2003, as amended, the Fair Credit Reporting Act, the Federal Trade Commission Act, the TCPA, the Fair Debt Collection Practices Act, the Federal communications Act, the Amended Telemarketing Sale Rule (“ATSR”), 16 CFR 310 et seq., and those governing the NDNCR, any and all state and federal laws regarding deceptive trade practices and all rules and regulations promulgated under any of the foregoing.
4. Payment for Paid Advertiser Services. Please carefully review the payment and billing terms associated with the Paid Advertiser Services set forth in the Terms and Conditions in their entirety. While the amount that you are charged may vary depending on the applicable Paid Advertising Services requested, we offer a “Subscription Fee” plan. ALL CHARGES ARE FINAL AND NON-REFUNDABLE. Web Semantics MUST BE NOTIFIED IN WRITING VIA FAX, E-MAIL, OR BY TELEPHONE TO CUSTOMER SERVICE TO CANCEL YOUR PAID ADVERTISER SERVICES. Web Semantics DOES NOT SELL PAID ADVERTISER SERVICES ON A “TRIAL BASIS,” WHEREBY BILLING AUTOMATICALLY TERMINATES AFTER THE “TRIAL PERIOD.” YOUR ADVERTISING WILL BE CANCELLED EFFECTIVE AS OF THE NEXT BILLING DATE SUBSEQUENT TO Web Semantics RECEIVING YOUR WRITTEN OR VERBAL CANCELLATION REQUEST. You are responsible for paying any sales, use or other taxes related to your use of the Paid Advertiser Services.
Subscription Fee: Upon registering as an Advertiser, selecting the Subscription Fee plan and providing the requisite Advertiser Registration Data, the credit or debit card that you provided during registration or updated at a later date (“Active Credit Card”) will be charged an advanced amount for a (1) month period (“Subscription Period”) applicable to the Paid Advertiser Services plan selected (“Advance”). Upon the conclusion of the Subscription Period covered by the Advance, your Active Credit Card will be charged the amount for the applicable Paid Advertiser Services requested on a recurring basis, for each subsequent Subscription Period, for as long as your Advertiser account remains active. You acknowledge and agree that Web Semantics will not obtain any additional authorization from you for this recurring payment. Every time that you use the Paid Advertiser Services, you re-affirm that Web Semantics is authorized to charge your Active Credit Card and to have the fees applied to same.
Use of the Term “Exclusive Advertising”: Web Semantics may use the term “Exclusive Advertising” to describe some of the available advertising on the Site; provided, however, that this term is used for promotional purposes only, and Web Semantics will determine, in its sole discretion, if the advertising will continue to be provided on an exclusive basis. If at any time Web Semantics decides to allow more than one Advertiser to sponsor an area that had previously been provided to you as Exclusive Advertising, Web Semantics will provide you with prior notice and the opportunity to terminate the Agreement, and the applicable change will not take effect until the next billing cycle.
The fees will appear on your Active Credit Card statement through the identifier “Web Semantics.” You shall be responsible for paying any and all applicable sales tax (if any) due to all taxing authorities arising from, or in connection with, your use of the Paid Advertiser Services. All fees are payable in United States currency. Failure to use the Paid Advertiser Services does not constitute a basis for refusing to pay any of the associated fees.
You agree to be bound by the pricing and billing practices of Web Semantics in effect at any given time. Upon prior written notice to you (with email sufficing), Web Semantics reserves the right to change its pricing and/or billing practices whenever necessary, in its sole discretion; provided, however, that such changes shall not affect the pricing and/or amount owed in connection with any Paid Advertiser Services packages that you have pre-paid and/or committed to. Subject to the foregoing, continued use of the Paid Advertiser Services after receipt of such notice shall constitute consent to any and all such changes. If you do not agree with these changes, or for any other reason, you may cancel your Advertiser account at any time as set forth below. Where you fail to make any scheduled payment for accrued fees, such overdue amounts will be subject to interest charges in the amount of the lesser of one percent (1%) per month, or the maximum rate permitted by law. Your Advertiser account may be deactivated, and access to the Paid Advertiser Services denied, for non-payment.
Web Semantics’s authorization to provide and bill for access to its Paid Advertiser Services is usually obtained by way of voice affirmation via a telephone call with an Web Semantics representative and, where applicable, your electronic signature or physical signature. If applicable, once an electronic signature is submitted, this electronic order constitutes an electronic letter of agency. Web Semantics’s reliance upon your electronic signature was specifically sanctioned and written into law when the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Transactions Act were enacted in 1999 and 2000, respectively. Both laws specifically preempt all state laws that recognize only paper and handwritten signatures.
Cancellation of Advertiser Account.
(a) You may cancel your Advertiser account at any time by: (i) calling us toll free at (360) 365-5005; or (ii) e-mailing us at support@websemantics.com; provided, however, that: (A) you will remain responsible for timely payment of any and all fees that you have already incurred (including any applicable late fees); (B) you shall not receive any pro-rata refund for partial months; and (C) we will not refund any amounts previously paid up to the date of cancellation or termination. Please have your Advertiser Registration Data available for efficient processing of your cancellation order. You understand and agree that cancellation of your Advertiser account is your sole right and remedy with respect to any dispute with you and Web Semantics concerning the Paid Advertiser Services.
(b) Web Semantics may terminate your Advertiser account at any time upon notice via e-mail; provided, however, that other than where you breach the Agreement, your Listings will remain on the Site for the duration of the applicable Paid Advertiser Services package. Web Semantics reserves the right to remove your Listings from the Site prior to the completion of your Paid Advertiser Services package, where no breach has occurred, by providing a prorated refund. Where you breach the Agreement, Web Semantics may terminate your Advertiser account immediately, with or without notice, and immediately remove your Listings from the Site with no refund or proration.
5. Confidential Information. As used herein, “Confidential Information” shall mean: (a) either party’s proprietary information; (b) information marked or designated by either party as confidential; (c) information otherwise disclosed by either party in a manner consistent with its confidential nature; and (d) both party’s information that is conveyed to the other party, whether or not in written form and whether or not designated as confidential, that is known, or should reasonably be known, by the other party to be treated as confidential. The parties acknowledge that, as a result of the provision of services pursuant to the Agreement, one party may disclose Confidential Information (“Disclosing Party”) to the other party (“Receiving Party”). Therefore, the Receiving Party agrees that it will make no disclosure of the Disclosing Party’s Confidential Information without obtaining the Disclosing Party’s prior written consent. Nothing contained in the Agreement shall be construed as granting or conferring rights by license or otherwise in any Confidential Information disclosed under the Agreement. Notwithstanding anything contained herein to the contrary, confidentiality provisions shall not apply where the Receiving Party can demonstrate with clear evidence that the information: (i) was previously known to the Receiving Party at the time of disclosure, free of any obligation to keep it confidential; (ii) became publicly known through no wrongful act of the Receiving Party; (iii) was rightfully and lawfully received by the Receiving Party from a third party who was not bound under any confidentiality provisions; or (iv) was disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law, provided however that the Disclosing Party takes all reasonable and legal steps to minimize the scope and impact of such disclosures. This Section 7 shall survive any termination of the Agreement until the subject Confidential Information is no longer protectable under Washinton State law. Each party agrees that monetary damages for its breach, or threatened breach, of this Section 7 will not be adequate and that the non-breaching party shall be entitled to: (A) injunctive relief (including temporary and preliminary relief) without the requirement to post a bond; and/or (B) any and all other remedies available to the non-breaching party at law or in equity.
6. Indemnification. Without limiting the indemnification obligations set forth in the Terms and Conditions, you agree to indemnify, defend and hold harmless Web Semantics, its parents and subsidiaries, and each of their respective members, owners, officers, directors, employees and authorized agents, from and against any and all liability, claim, loss, damage, demand and/or expense (including reasonable attorneys’ fees) asserted by any third party due to, arising from, or in connection with any claim related to your: (a) Third Party Offerings; (b) breach of these Advertiser Terms; and (c) use of the Leads.
7. Force Majeure. Other than for payment obligations, neither you nor Web Semantics will be liable, or be considered to be in breach of the Agreement, on account of such party’s delay or failure to perform as required under the terms of the Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, the affected party will give the other party notice and will use commercially reasonable efforts to minimize the impact of any such event.
8. Relationship of the Parties. The relationship of you and Web Semantics established by the Agreement is solely that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other. Neither party shall make any representations, warranties or covenants, or assume or create any obligations, on the other party’s behalf. Each party shall be solely responsible for the actions of its respective employees, agents, affiliates and representatives.
9. Assignment. You may not assign, sublicense or otherwise transfer your rights and/or obligations under the Agreement, or any portion thereof, to any person or entity by operation of law, by merger or otherwise, without the prior written authorization of Web Semantics. Web Semantics may assign, sublicense or otherwise transfer its rights and/or obligations under the Agreement, or any portion thereof, without your authorization in Web Semantics’s sole discretion. The provisions of the Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
10. Disclaimer of Warranties. THE PAID ADVERTISER SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, Web Semantics MAKES NO WARRANTY THAT: (A) THE PAID ADVERTISER SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE PAID ADVERTISER SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PAID ADVERTISER SERVICES WILL BE ACCURATE OR RELIABLE. THE PAID ADVERTISER SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Web Semantics, ANY SITE USER OR OTHERWISE THROUGH OR FROM THE PAID ADVERTISER SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
11. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT Web Semantics SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Web Semantics HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE PAID ADVERTISER SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION AND/OR SERVICES PURCHASED OR OBTAINED FROM, OR TRANSACTIONS ENTERED INTO THROUGH, THE Web Semantics OFFERINGS; AND (C) ANY OTHER MATTER RELATING TO THE PAID ADVERTISER SERVICES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND ANY AND ALL OTHER TORTS. YOU HEREBY RELEASE Web Semantics FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATIONS, THE MAXIMUM LIABILITY OF Web Semantics TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND Web Semantics. THE PAID ADVERTISER SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.
12. Dispute Resolution Provisions. The Agreement shall be treated as though it were executed and performed in Woodland, WA and shall be governed by and construed in accordance with the laws of the State of Washinton (without regard to conflict of law principles). Should a dispute arise concerning the Paid Advertiser Services, terms and conditions of the Agreement or the breach of same by any party hereto: (a) the parties agree to submit their dispute for resolution by arbitration before the Clark County Bar Association Vancouver, WA or the county of your residence, in accordance with the then current Commercial Arbitration rules of the Clark County Bar Association; and (b) you agree to first commence a formal dispute proceeding by completing and submitting an Initial Dispute Notice which can be found Here. We may choose to provide you with a final written settlement offer after receiving your Initial Dispute Notice (“Final Settlement Offer”). If we provide you with a Final Settlement Offer and you do not accept it, or we cannot otherwise satisfactorily resolve your dispute, but you still wish to proceed with your dispute, you must submit your dispute for resolution by arbitration as set forth above, by filing a separate Demand for Arbitration, which is available Here. For claims of Ten Thousand Dollars ($10,000.00) or less, you can choose whether the arbitration proceeds in person, by telephone or based only on submissions. If the arbitrator awards you relief that is greater than our Final Settlement Offer, then we will pay all filing, administration and arbitrator fees associated with the arbitration and, if you retained an attorney to represent you in connection with the arbitration, we will reimburse any reasonable attorneys’ fees that your attorney accrued for investigating, preparing and pursuing the claim in arbitration. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing contained herein shall be construed to preclude any party from: (i) seeking injunctive relief in order to protect its rights pending an outcome in arbitration; and/or (ii) pursuing the matter in small claims court rather than arbitration. Although we may have a right to an award of attorneys’ fees and expenses if we prevail in arbitration, we will not seek such an award from you unless the arbitrator determines that your claim was frivolous. To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against Web Semantics and/or its employees, officers, directors, members, representatives and/or assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney’s fees and court costs that Web Semantics incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits: (A) does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (B) is an independent agreement. You may opt-out of these dispute resolution provisions by providing written notice of your decision within thirty (30) days of the date that you first access the Site.