The following standard terms and conditions apply to all customers who order advertising products and services from United States Business Pages inc. for the purposes of this agreement hereinafter referred to as "USBP". For the purposes this ICA these terms and conditions covers any agreement between yourself and united states business pages or any of it's affiliates, subsidiaries, divisions or branches. Print a copy and be sure to review the agreement prior to purchasing our products or services. This general license agreement lays out all terms and conditions and as such supersedes any previous agreement between all involved parties. This general license agreement is entered into effect with the activation of any Priority Advertisement Bundle AND DOES NOT REQUIRE SIGNATURES BY THE PARTIES TO BE DEEMED ENFORCEABLE. Any and all disputes will be settled within the seller's prevailing jurisdiction. Go to the Contact Us section of the Web site, if you have questions related to the terms of agreement.
1. PURCHASE OF ADVERTISEMENT - United States Business Pages inc. or its designated affiliates (collectively) agrees to sell to the client, and the client agrees to purchase, the electronic advertisement (the "Advertisement") as detailed and for the yearly fee indicated on the listing advertising purchase form (the "Invoice"). USBP will update the advertisement of the client on unitedstatesbusinesspages.com™ as indicated on the Invoice following the date of execution of this contract (or of the Additional Invoice(s) as provided for under section 2 hereunder). The client agrees to file with USBP any claim regarding the Advertisement within ten (10) days of the update, failing which he shall be deemed to have accepted the Advertisement, thereby waiving irrevocably any rights to make any claim in relation thereto. The Standard Terms and Conditions along with each Invoice or Additional Invoice(s) are separately being referred to as the "Contract".
2. ADDITIONAL PURCHASES OF ADVERTISEMENT - The terms and conditions contained herein govern all advertising sold by USBP. Additional electronic advertisements may be purchased by the client by the issuance and acceptance of one or more additional Invoices (the "Additional Invoices"), and each such additional advertisement shall be governed by these Standard Terms and Conditions as if those terms and conditions were recited at length in the Additional Invoice(s).
3. TERM OF CONTRACT - The Contract is for an initial term beginning at the date of execution hereof and ending a year following that for which the Advertisement was purchased (the "Initial Term"). After said Initial Term, the Contract is automatically renewed for additional terms ending a year from the subsequent listing (each such additional term a "Renewal Period") unless USBP or the client gives to the other a written notice of non-renewal in writing at least four (3) months before the end of the Initial Term or any Renewal Period for electronic listings. Any such Initial Term or Renewal Period, typically of twelve months, may vary in length, from time to time, in accordance with section 1 of the Contract. In the event that the term is extended, the monthly fee shall apply until the end of the revised term. In the event that the term is shortened, billing shall end upon the revised end of term. When the Contract has been invoiced at the insertion of the listing on, advertising charges shall be increased or decreased on a monthly pro rata basis. Any such charges shall be paid or be applied to future listings, as the case may be, forthwith. The parties agree that no adjustment shall be made when a term is extended or shortened by one month or less.
4. EDITORIAL RIGHTS - USBP is under no obligation to put the Advertisement online and may, at any time, choose not put online or remove from its e-directories, the Advertisement for any reason whatsoever including editorial decisions or illegal or offensive content. In such event, the Contract shall be terminated and USBP shall reimburse any amounts paid in advance by the client. Likewise, USBP may, at its discretion, abbreviate, reduce in size, remove a link or otherwise modify the Advertisement. When the Advertisement is abbreviated or reduced in size, the fee hereafter described shall be reduced accordingly by USBP acting reasonably in its sole discretion and USBP shall not incur any liability, as detailed further in section 9.
5. TERMS OF PAYMENT - The client undertakes to pay, on time, without compensation, and notwithstanding any dispute related to the Advertisement or any claim the client may allegedly have against USBP, the lump sum fee or the monthly fee indicated on the Invoice, as the case may be. Payment shall be made in full upon receipt of USBP's invoice. An interest rate of 1.5% per month compounded monthly applies to any amount unpaid one month following the receipt of USBP's invoice. The client covenants that any security deposit shall be imputed to the last monthly payment or payments to be made according to the Contract.
6. INCREASE OF FEE - The lump sum fee or the yearly fee indicated on the Invoice may be increased annually by USBP in accordance with its standard practices. The client shall pay USBP in accordance with such rates established by USBP and of which notice will be given upon request. USBP further reserves its right to create, amend or cancel any rebate program or promotional offer regarding its products.
7. EARLY TERMINATION - USBP may terminate the Contract and refuse to list the Advertisement upon the following events of default: (i) upon notice to the client from USBP if the client is in default of paying any amount owed to USBP pursuant to the Contract or to any other agreement entered into with USBP; (ii) upon notice to the client from USBP upon the occurrence of the client's insolvency, dissolution, bankruptcy, assignment for the benefit of creditors or admission of its inability to pay its debts as they become due. In either events of default, the client will lose the benefit of the term and all sums owed to USBP for the balance of the Initial Term or for any Renewal Period of the Contract will immediately become due and payable. The client agrees to be responsible for the payment of expenses, including reasonable attorney fees and costs incurred by USBP in connection with the recovery of any amounts due hereunder. Early termination may result in applicable cancelation fees according to initial term of agreement and termination deadline.
8. IN THE EVENT OF ERROR - When caused by USBP, in the event of: (i) any error or errors in the client's name, address or telephone number or in any other information contained in an Advertisement, (ii) any omission of any Advertisement from any electronic media of USBP, (iii) the incorrect location of any Advertisement in any electronic media of USBP or (iv) the inclusion of any Advertisement in any electronic media of USBP not specifically requested by the client or contrary to the client's request (collectively, "Errors"), USBP agrees to make all necessary corrections and accordingly adjust the charges to the client with respect to the specific Advertisement containing the Errors in proportion to the relative importance, if any, of such Errors to the overall Advertisement, as determined by USBP, acting reasonably.
9. LIMITED LIABILITY OF USBP - The client agrees that the liability of USBP under the Contract is limited as follows:
(i) notwithstanding paragraphs(ii) and (iii) hereunder, USBP's liability to the client for any and all damages sustained by the client for any Errors in any standard free listing will be limited to making the necessary corrections and editions to the advertisement data for the period during which the listing appears in any current electronic media of USBP by extending the period of advertisement as required due to the Errors; or
(ii) for Errors not caused by the negligence of USBP, USBP's liability to the client for any and all damages sustained by the client if not correctable will be limited to corrections and editions to the advertisement data for the period during which the listing appears in any current electronic media of USBP by extending the period of advertisement as required due to the Errors; or
(iii) for Errors caused by the negligence of USBP, USBP's liability to the client for any and all damages sustained by the client if not correctable will be limited to making a refund or canceling any charges associated with the specific Advertisement subject to the Errors for the period during which that Advertisement appears in any current any electronic media of USBP;
Without limiting the generality of the foregoing, the client agrees that USBP shall in no circumstances be liable to the client for any interruption or delay in the ability of members of the public to access any Advertisement of the client in any electronic media of USBP. Instead of monetary compensation, the client agrees that USBP may compensate the client for any damages sustained by the client as a result of any Errors by giving to the client a credit on outstanding amounts or a credit for current or future advertisements. The client hereby acknowledges that the limitation of liability contained in this paragraph is equitable and reasonable in the commercial context of the Contract and that USBP would not have concluded the Contract without the client agreeing to limit its liability in the manner set forth herein.
10. NO GUARANTEE OF SUCCESS - The client acknowledges that USBP does not make any guarantee with regard to the success, derived benefits or responses that the client may have following the listing of the Advertisement.
11. CLIENT RESPONSIBLE FOR ADVERTISEMENT - The client warrants that it is authorized to publish the Advertisement. The client guarantees that the Advertisement does not violate any law and that it holds all permits or licenses which may be necessary to list the Advertisement in the heading and territory requested. The client furthermore guarantees that it holds all the rights to use the trade marks or commercial names included in the Advertisement and that this use does not contravene any provision of any law or statute, including the Trade-Marks Act, the Copyright Act and any other law or statute relating to intellectual property. The client agrees to indemnify and hold USBP harmless from and against any and all liabilities, damages, award, settlements, losses, claims and expenses, including reasonable attorney fees and costs of investigation due to (i) any claim by a third party relating to the Advertisement, including infringement of any third party's intellectual property rights; (ii) claims for misleading advertising and claims related to client product warranties or performance; and (iii) any other actions of client which give rise to any other liability at law. Furthermore, when the Advertisement is created by the client or one of its representatives, the client acknowledges that USBP shall not bear any liability with regards to the content, graphical norms or physical appearance of the Advertisement.
12. OWNERSHIP OF ADVERTISEMENT - The client hereby grants to USBP a perpetual, nation-wide and free license to use and reproduce in any manner whatsoever any intellectual property rights which it may own or for which it has a license for the purpose of being embodied in the Advertisement. Save and except the intellectual property rights herein subject to the license granted in favor of USBP, when USBP created the Advertisement, the client acknowledges that USBP owns the intellectual property rights related to the Advertisement and undertakes not to reproduce it without USBP's prior written consent.
13. PREMIUM PRODUCTS - The client agrees that the following provisions shall apply to the purchase of Premium Products, such as: the platinum package business listing. the client specifically agrees to pay by Credit card a non-refundable ten to twenty-five percent (10%-25%) deposit prior to the insertion of any premium package in order to compile and activate the advertisement. This deposit amount is determined based on credit application approval and previous payment activity. The balance of the payment may be made on any Premium Product upon execution of the Invoice by check, money order, bank draft or major accepted credit cards (VISA,MASTERCARD, AMERICAN EXPRESS); (ii) the balance of fees for premium products shall be invoiced to the client at once upon the insertion of the listing for which they were purchased; and (iii) when a client purchased a Premium Product in the preceding listing, he shall benefit from a right of first refusal to purchase the same product in USBP's following listing at that edition's normal rate for such product. The client shall have a period of five (5) business days from the receipt of a notice to exercise his right of first refusal failing which he shall be deemed to have accepted to purchase that product.
14. USBP TRADEMARKS - The client is not authorized to use USBP's name or any of its trademarks without the prior written consent of USBP. Neither party will make any statement (whether oral or in writing) in any press release, external advertising, marketing or promotion materials regarding the other party or its services.
15. MODIFICATIONS - USBP may, from time to time, unilaterally modify the Contract if such modifications do not substantially affect the rights and obligations of the client. The client is bound by any such modifications from the moment he is informed thereof. No amendment to this Contract by the client is effective unless approved in writing by USBP's legal department.
16. TRANSFER OR ASSIGNMENT - The client may not transfer or assign the Contract without USBP's prior written consent. The client acknowledges that he remains liable for the obligations hereunder contained notwithstanding any sale, transfer, disconnect, assignment or winding-up of his business or assets including his telephone number or Advertisement, in whole or in part.
17. CLIENT EQUIPMENT COMPATIBILITY - The client shall, at his own cost and expense, be responsible for the use and compatibility of all equipment and software to access any electronic Advertisement and shall be liable for all costs to troubleshoot difficulties related to same. USBP shall not be responsible to the client if any changes to any such electronic Advertisement cause equipment or hardware to become obsolete require modification or attention or otherwise affect performance of same.
18. APPROVAL BY USBP - The client accepts and agrees that the Contract is subject to credit approval by USBP. The client authorizes USBP to make appropriate enquiry with any third party regarding the client's solvency and credit and in this context, record in the client's file and disclose such information in that regard. If such credit rating is not satisfactory to USBP, the Contract shall be null and void as if never entered into.
19. JURISDICTION - The Contract is governed by the laws applicable in the Province or State and the courts of the district of that Province or State shall have sole jurisdiction over any dispute arising hereunder.
20. PRIVACY PROVISIONS - This section only applies when the client is an individual. The client confirms that the personal information provided to USBP is correct. The client acknowledges having been informed, upon supplying it, that: (i) the information would be used to manage the client's file (credit, billing, collection) with regard to the application for advertisement; (ii) the information in said file will be accessible, when necessary, to employees or representatives of USBP in the performance of their duties, and (iii) the client's file will be kept at USBP's client service office. Any request for access or changes to the client's file shall be made in writing to this office. The client shall inform USBP of any changes of the personal information provided to USBP without delay. The client authorizes USBP to include the client's name, address and telephone number(s) on its nominative list of clients for purposes of marketing or charitable canvassing and to give this nominative list to its contracting partners for the same purposes; the client reserves the right to cancel such authorization at any time, upon a written or verbal request to USBP.
21. LIMITATION - After this Contract is entered into, no action, whether based in contract, tort (including any action based on negligence), or otherwise arising out of this Contract may be brought by the client unless, within one (1) year after such cause of action arose, the client gave notice in writing to USBP of his intention to bring such action.
22. SEVERABILITY - Each provision, or part thereof, of this Contract shall be severable from every other provision, or part thereof, of this Contract for the purpose of determining the legal enforceability of any specific provision.
23. ENTIRE CONTRACT - This Contract, together with any Invoice or Additional Invoices, constitute the entire agreement between the parties pertaining to the subject matter of this Contract and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written of any of the parties in respect of the subject matter hereof. There are no conditions, representations, warranties or other agreements between the parties in connection with the subject matter of this Contract, whether oral or written, express or implied, statutory or otherwise, except as specifically set out in this Contract.
24. INTELLECTUAL PROPERTY COMPLAINTS - We do not make it our responsibility to monitor the use of trademarks, copyrights or other rights of third parties. We may, however, in appropriate circumstances and at our discretion, remove, suspend, terminate access, or take other appropriate action against users, members or other third parties who infringe the copyright rights of others. Therefore, if you reasonably believe that any Materials on this Site contains unauthorized reproductions of your copyrighted work or trademarks, or links to sites containing unauthorized reproductions of your copyrighted work or trademarks, and you want us to take any action, then you must provide the following information to us (as required under the Digital Millennium Copyright Act (17 U.S.C. sec. 512)):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact you, such as an address, telephone number and e-mail address;
A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law;
A statement that the information in the notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
LANGUAGE - The parties acknowledge having requested that the Contract be drafted in the English language. Les parties reconnaissent avoir exigé que cette convention soit rédigée en langue anglaise.