Terms & Conditions for Use of Spotlight Pages
1 YOUR ACCEPTANCE OF THIS AGREEMENT: This is an agreement between you ("you" or "your" or "Advertiser", and Spotlight Pages ("Spotlight Pages," "Spotlight Pages Corporation,"
"ONLINEYPADS.COM," "Spotlight Pages," "SLP," "Spotlight Pages, LLC," "we," "our" or "Publisher") referred herein as SLP, that governs your use of the SLP Web site ("Site" or "Web site")." When you access or use the Site in any way you agree to be bound by these Terms and Conditions ("Terms").
2 CHANGES: We may periodically change the Terms and the Site without notice, and you are responsible for checking these Terms periodically for revisions. All amended Terms become effective upon our posting to the Site, and any use of the site after such revisions have been posted signifies your consent to the changes.
3 GENERAL RELEASE OF LIABILITY: By entering, "SLP" directly, indirectly, voluntarily, involuntarily, from any internet connecting device such as a laptop, smart phone, touch pad, personal computer, public computers, game consoles and/or any other device(s) directly, indirectly, voluntarily or involuntarily and using, surfing, searching, navigating, clicking, typing, and/or any activity of sort, you voluntarily release all rights and liability to SLP for any lawsuit, damages, claims, losses, costs or expenses of any kind, including but not limited to attorney’s fees which may incur as a result of any lawsuit and all loss or losses.
4 COVENANT NOT TO SUE: You hereby covenant not to sue SLP and agree to never initiate, or be a party to any lawsuit, claim, demand or prosecution, and hold SLP harmless from all damages, claims, losses, costs or expenses of any kind, including attorney’s fees which we may incur as a result of any lawsuit, relief, or compensation, which you may have by reason of loss, damage(s) or loss of any kind whatsoever relating to the negligence on the part of any or all of the releases arising out of your participation on SLP.
5 HOW YOU MAY USE OUR MATERIALS: We use a diverse range of information, text, photographs, designs, graphics, images, vectors, sound and video recordings, animation, actionscripting, javascripting and other materials and effects on the SLP Web site. We provide the information, content or advertisements (which we collectively call the "Materials") on the SLP site FOR YOUR PERSONAL, NON-COMMERCIAL USE ONLY. Accordingly, you may view, use, copy, and distribute the Materials found on SLP Web sites for internal, noncommercial, informational purposes only. You are prohibited from data mining, scraping, crawling, or using any process or processes that send automated queries to the SLP Web site. You may not use the SLP Web sites to compile
a collection of listings, including a competing listing product or service. You may not use the Site or any Materials for any unsolicited commercial e-mail. Except as authorized in this paragraph, you are not being granted a license under any copyright, trademark, patent or other intellectual property right in the Materials or the products, services, processes or technology described therein. All such rights are retained by SLP, its subsidiaries, parent companies, and/or any third party owner of such rights.
6 HOW YOU MAY USE OUR MARKS: The SLP and SLP company names and logos and all related products and service names, design marks and slogans are trademarks and service marks owned by and used under license from SLP or its wholly-owned subsidiaries. All other trademarks and service marks herein are the property of their respective owners. All copies that you make of the Materials or this site must bear any copyright, trademark or other proprietary notice located on the site that pertains to the material being copied. You are not authorized to use any SLP name or mark advertising, publicity or in any other commercial manner without the prior written consent of SLP. Requests authorization should be mailed to us at 980 9th Street, Sacramento, CA 95814, Attn: Legal Department.
7 HOW WE MAY USE INFORMATION YOU PROVIDE TO US: Do not send us any confidential or proprietary information. Except for any personally identifiable information that we agree to keep provided in our Privacy Guarantee, any material, including, but not limited to any feedback, data, answers, questions, comments, suggestions, ideas, venture partnerships, or the like, which you send to us will be treated as being non-confidential and nonproprietary. We assume no obligation to protect confidential or proprietary information (other than personally identifiable from disclosure and will be free to reproduce, use, and distribute the information to others without restriction. will also be free to use any ideas, concepts, know-how or techniques contained in information that you send us for any purpose whatsoever including but not limited to developing, manufacturing and marketing products and services incorporating such information.
8 PRIVACY GUARANTEE: Use of our Site is also subject to the Terms and Conditions of our Privacy Guarantee. Our Site is intended for use primarily by persons 18 years or older.
9 NO ENDORSEMENTS MADE BY SLP: We do not investigate, represent or endorse the accuracy, legality, legitimacy, validity or reliability of any product(s) and or service(s), deals, coupons or other promotions ("Promotions") or Materials, including advice, ratings, and recommendations contained on, distributed through, or linked, downloaded or accessed from the SLP Web sites. References that we make to any names, marks, products or services of third parties or hypertext links to third party sites or information do not constitute or imply our endorsement, sponsorship or recommendation of the third party, of the quality of any product or service, advice, information or other materials displayed, purchased, or obtained by you as a result of an advertisement or any other information or offer in or
in connection with the SLP Web sites (the "Products").
10 CONTENT DISCLAIMER: SLP communicates information provided and created by advertisers, content partners, software developers, publishers, marketing agents, employees, users, resellers and other third parties. SLP has no control over the accuracy of such information on our pages, and material on the SLP Web site may include technical inaccuracies or typographical errors. We make no guarantees, nor can we be responsible for any such information, including its currency, content, quality, copyright compliance or legality, or any resulting loss or damage. All of the data on Products and Promotions including but not limited to, the prices and the availability of any product(s) and/or service(s) or any feature thereof, is subject to change without notice by the party providing the Product or Promotion. You should use discretion while browsing the Internet. SLP reserves the right, in its sole discretion and without any obligation, to make improvements to, or correct any error or omissions in, any portion of the Sites. Where appropriate, we will endeavor to update information listed on the Web site on a timely basis, but shall not be liable for any inaccuracies. Links to external Internet sites are provided within the content on the Site as a convenience to users. The listing of an external site does not imply endorsement of the site by SLP or its affiliates. SLP does not make any representations regarding the availability and performance of its Web site or any of the Web sites to which we provide links. When you click on advertiser banners, Online YP Ads, online yp ads, flash ads, sponsored links, or other external links from the Site, your browser automatically may direct you to a new browser window that is not hosted or controlled by SLP. SLP and its affiliates are not responsible for the content, functionality, or technological safety of these external sites. We reserve the right to disable links to or from third-party sites to our Site, although we are under no obligation to do so. This right to disable
links includes links to or from advertisers, sponsors, and content partners that may use our Marks as part of a co-branding relationship. Some external links may produce information that some people find objectionable, inappropriate, or offensive. We are not responsible
copyright compliance, legality, or decency of material contained in any externally linked Web sites. We do
not fully screen or investigate business listing Web sites before or after including them in
directory listings that become part of the Materials on our Site, and we make no representation and assume no responsibility concerning the content that third parties submit to become listed in any of these directories. If your information is listed on SLP by any form including a person (s), advertiser (s), content partner (s), software developer (s), publisher (s), marketing agent (s), employee (s), user (s), reseller (s) and other third parties, SLP is not responsible for the content. If you feel your information should be removed, you may contact SLP directly at 916-424-7370 or you can mail a letter of request to remove content on SLP to SLP, attention Online Publishing Department, 980 9th St., Sacramento, CA 95814. SLP cannot be held legally responsible by any person (s), attorney (s), business (es), corporation (s), or any other type of organization for providing online end user (s) online content related to a person (s) name, business name (s), physical addresses, mailing address (es), local phone number (s), toll free phone number (s), cell phone number (s), fax number (s), email (s), website (s), link (s), map (s), online yellow page ad (s), discount (s), coupon (s)
or any other related content to a person(s) or business (es) on SLP.
10.1 DISCLAIMER BY CATEGORY
10.1a • Abortion Alternatives
Businesses appearing under this heading provide assistance and/or information on alternatives to abortion. They do not provide abortion services or information on obtaining an abortion.
10.1b • Abortion Providers
Businesses appearing under this heading perform abortion services or refer clients to businesses that do.
10.1c • Acupuncturists
Businesses appearing under this heading may be subject to licensing requirements, and SLP does not and cannot guarantee that each business has complied with those requirements. For more information contact the business, appropriate trade organization, regulatory agency, or local government agency responsible for business licensing.
10.1d • Adoption Services
Businesses under this heading may be subject to licensing requirements, and SLP does not and cannot guarantee that each business has complied with those requirements. For more information contact the business, appropriate trade organization, regulatory agency, or local government agency responsible for business licensing.
10.1e • Attorney Disclaimer
Advertisers under this heading may be required to comply with various licensing and certification requirements in order to be listed under a specific practice area, and SLP does not and cannot guarantee that each advertiser has complied with those requirements. For more information, contact the advertiser or the appropriate trade organization or regulatory agency.
10.1f • Attorney Board Certified
Attorneys who indicate they are "Board Certified" participate in the voluntary certification program established by the Supreme Court of Texas and administered by the Texas Board of Legal Specialization.
10.1g • Boilers-Repairing & Cleaning
Businesses under this heading may be subject to licensing requirements, and SLP does not and cannot guarantee that each business has complied with those requirements. For more information contact the business, appropriate trade organization, regulatory agency, or local government agency responsible for business licensing.
10.1h • Dentists
Advertisers in this heading and related Dentist headings may be required to comply with various licensing and certification requirements in order to be listed under a specific practice area, and SLP does not and cannot guarantee that each advertiser has complied with those requirements. For more information, contact the advertiser or the appropriate trade organization or regulatory agency.
10.1i • Electric Contractors
Businesses under this heading may be subject to licensing requirements, and SLP does not and cannot guarantee that each business has complied with those requirements. For more information contact the business, appropriate trade organization, regulatory agency, or local government agency responsible for business licensing.
10.1j • Electrologists
Businesses under this heading may be subject to licensing requirements, and SLP does not and cannot guarantee that each business has complied with those requirements. For more information contact the business, appropriate trade organization, regulatory agency, or local government agency responsible for business licensing.
10.1k • Insurance
Advertisers under this heading and related Insurance headings may be required to comply with various licensing and certification requirements in order to be listed under a specific practice area, and SLP does not and cannot guarantee that each advertiser has complied with those requirements. For more information, contact the advertiser or the appropriate trade organization or regulatory agency.
10.1l • Landscape Architects
Businesses under this heading may be subject to licensing requirements, and SLP does not and cannot guarantee that each business has complied with those requirements. For more information contact the business, appropriate trade organization, regulatory agency, or local government agency responsible for business licensing.
10.1m • Attorneys
Advertisers in this heading and related Attorney headings may be required to comply with various licensing and certification requirements in order to be listed under a specific practice area, and SLP does not and cannot guarantee that each advertiser has complied with those requirements. For more information, contact the advertiser or the appropriate trade organization or regulatory agency.
10.1n • Licensing Services
Businesses under this heading may be subject to licensing requirements, and SLP does not and cannot guarantee that each business has complied with those requirements. For more information contact the business, appropriate trade organization, regulatory agency, or local government agency responsible for business licensing.
10.1o • Locks & Locksmiths
Businesses under this heading may be subject to licensing requirements, and SLP does not and cannot guarantee that each business has complied with those requirements. For more information contact the business, appropriate trade organization, regulatory agency, or local government agency responsible for business licensing.
10.1p • Massage Therapeutic
Businesses under this heading may be subject to licensing requirements, and SLP does not and cannot guarantee that each business has complied with those requirements. For more information contact the business, appropriate trade organization, regulatory agency, or local government agency responsible for business licensing.
10.1q • Massages-Non-Therapeutic
Businesses under this heading may be subject to licensing requirements, and SLP does not and cannot guarantee that each business has complied with those requirements. For more information contact the business, appropriate trade organization, regulatory agency, or local government agency responsible for business licensing.
10.1r • Movers
Businesses under this heading may be subject to licensing requirements, and SLP does not and cannot guarantee that each business has complied with those requirements. For more information, contact the advertiser, appropriate trade organization or regulatory agency or visit the Federal Motor Carrier Safety Administration's website at www.protectyourmove.gov for tips on how to conduct a successful interstate move and protect yourself from moving fraud.
10.1s • Pawnbrokers
Businesses under this heading may be subject to licensing requirements, and SLP does not and cannot guarantee that each business has complied with those requirements. For more information contact the business, appropriate trade organization, regulatory agency, or local government agency responsible for business licensing.
10.1t • Physical Therapy
Businesses under this heading may be subject to licensing requirements, and SLP does not and cannot guarantee that each business has complied with those requirements. For more information contact the business, appropriate trade organization, regulatory agency, or local government agency responsible for business licensing.
10.1u • Physicians
Advertisers in this heading and other related Physician headings may be required to comply with various licensing and certification requirements in order to be listed under a specific practice area, and SLP does not and cannot guarantee that each advertiser has complied with those requirements. For more information, contact the advertiser or the appropriate trade organization or regulatory agency.
10.1v • Plumbers
Businesses under this heading may be subject to licensing requirements, and SLP does not and cannot guarantee that each business has complied with those requirements. For more information contact the business, appropriate trade organization, regulatory agency, or local government agency responsible for business licensing.
11 WARRANTY DISCLAIMER: Any use of the SLP Web site, reliance upon any materials, and any use of the Internet generally shall be at your sole risk. SLP disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in the SLP results. THE SITE (INCLUDING MATERIALS AND INFORMATION THEREIN) ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY
OF ANY KIND, EITHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SLP DISCLAIMS,
TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE SITE AND MATERIALS. SLP DOES
NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS
FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SLP DISCLAIMS ANY AND ALL WARRANTIES TO THE FULLEST EXTENT OF THE LAW, INCLUDING ANY WARRANTIES FOR ANY INFORMATION, GOODS, OR SERVICES, OBTAINED THROUGH, ADVERTISED OR RECEIVED THROUGH ANY LINKS PROVIDED
BY OR THROUGH THE SITE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS
TO YOU. THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
12 LIMITATION OF LIABILITY: IN NO EVENT SHALL SLP BE LIABLE TO ANY USER ON ACCOUNT OF SUCH USER'S
MISUSE OR RELIANCE ON THE SITE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, USE, OR DATA WHETHER BROUGHT
IN WARRANTY, CONTRACT, INTELLECTUAL PROPERTY INFRINGEMENT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, EVEN
IF SLP ARE AWARE OF OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE,
ARISING OUT OF OR CONNECTED WITH THE USE (OR INABILITY TO USE) OR PERFORMANCE OF
THE SITE, THE MATERIALS OR THE INTERNET GENERALLY,
OR THE USE (OR INABILITY TO USE),
FROM ANY
SITE. SLP DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY,
COMPLETENESS,
OR USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT OR PROCESS
DISCLOSED ON THE SITE OR OTHER MATERIAL
ACCESSIBLE FROM THE SITE THE USER OF THIS
SITE ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS SITE AND THE INTERNET
GENERALLY. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE
PERMITTED UNDER
APPLICABLE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OF
OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL USERS; IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
13 THIRD PARTY SITES: Your correspondence or business dealing with or participation in the sales
promotions of advertisers or service providers found on or through the Site, including payment and
delivery of related goods or services, and any other terms, conditions,
representations
associated with such dealings, are solely between you and such advertisers or service providers.
You
assume all risks arising out of or resulting from your transaction of business over the Internet, and you
agree that we are not
responsible or liable for any loss or result of the presence of information about or links to such advertisers or service providers on
the Site. You acknowledge and agree that we are
not responsible or liable for the availability, accuracy, copyright compliance, legality,
decency or any other
aspect of the content, advertising, products, services, or other materials on or available from such sites
or
resources. You acknowledge and agree that your use of these linked sites is subject to different terms
of use than these Terms, and
may be subject to different privacy practices than those set forth in the
Privacy Guarantee governing the Site. We do not assume any
responsibility for review or enforcement
licensing requirements that may be applicable to businesses listed on the Site.
14 MONITORING OF MATERIALS TRANSMITTED BY YOU: Changes may be periodically incorporated
into this Site.
SLP may make improvements and/or changes in the products, services and/or programs
described in these
Sites and the Materials at any time without notice. We are under no obligation to
monitor the material residing on or transmitted to this Site. However, anyone using this Site agrees
that
SLP may monitor the Site contents periodically to (1) comply with any necessary laws, regulations or
other governmental requests; (2) to operate the Site properly or to protect itself and its users. SLP
reserves the right
to modify, reject or eliminate any material residing on or transmitted to its Site that it, in its sole discretion, believes is unacceptable
in violation of the law or these Terms and Conditions.
15 DELETIONS FROM SERVICE: SLP will delete any materials at the request of the user who submitted
the materials or at the request of an advertiser who has decided to "opt-out" of the addition of materials
to its advertising, including, but not limited to ratings and reviews provided by third parties. SLP reserves
the right to delete (or to refuse to post to public forums) any materials it deems detrimental to the
system or is, or in the opinion of SLP, may be, defamatory, infringing or violate of applicable law. SLP
reserves the right to exclude Material from the Site. Materials submitted to SLP for publication on the
edited for length, clarity and/or consistency with SLP Editorial Standards.
16 SITE ACCESS: SLP reserves the right to terminate, suspend or restrict your access to the Site,
in whole or in part, without notice, in the event you violate any of these Conditions of Use. In addition,
you agree that, if asked to do so, you will not attempt to access the Site.
17 WEB BROWSER DISCLAIMER: SLP supports the majority of browser versions. If you experience
problems while using our Site it may be due to the compatibility of your browser version. We
recommend that you update your browser by clicking on one of the attached links.
Modzilla Firefox
Safari
Chrome
Microsoft Internet Explorer
18 INDEMNIFICATION: You agree to indemnify and hold us and (as applicable) our parent, subsidiaries,
affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including
reasonable attorneys' fees, made by any third party due to
breach of these Terms,
your violation of any law, or your violation of the rights of a third party, including the infringement by
intellectual property or other right of any person or entity. These obligations will survive
any termination of the Terms.
19 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
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,
information to us (as required
under the Digital Millennium Copyright Act (17 U.S.C. sec. 512)):
19.1 • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
19.2 • Identification of the copyrighted work claimed to have been infringed;
19.3 • 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;
19.4 • Information reasonably sufficient to permit us to contact you, such as an address, telephone number and e-mail address;
19.5 • 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;
19.6 • 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.
Please e-mail this information to legal@spotlightpages.com.
BASIC ADVERTISING PRACTICES, PROCEDURES & DISCLOSURES
20 CHARGING EXTRA:
Whenever we mention an advertising price, if there should be any extra charge(s); any and all
extra charge(s) will always be disclosed immediate in conjunction with the price(s) (e.g., larger
ad, additional link features etc.).
21 THE TERM FREE, MEANS FREE: The word "free" is used when we are offering unconditional gift(s).
We will always disclose any condition(s) clearly and conspicuously together with the "free" offer(s).
22 BAIT ADVERTISING AND SELLING: We do not bait sell under any circumstance. We do not offer
any alluring and insincere offer to sell product(s) and/or service(s). We do not advertise any product(s)
and/or service(s) unless it is a bona fide offer to sell the advertised product(s) and/or service(s).
Our advertising does not create a false impression about our product(s) and/or service(s) being offered
in order to lay the foundation for a later "switch" to other, more expensive product(s) and/or service(s),
and/or product(s) of a lesser quality at the same price. We will not use nor permit the use of any of the
following bait scheme practices:
22.1 • Refuse to show and/or demonstrate the advertised product(s) and/or service(s);
22.2 • Disparaging the advertised product(s) and/or service(s), its warranty, availability and/or any other terms; selling the advertised product(s) and/or service(s) and thereafter "unselling" an
advertiser/prospective advertiser, consumer and/or any other person to make a switch to
other product(s) and/or service(s)
22.3 • Refusing to place an order(s) for the advertised product(s) and/or service(s) and/or to deliver
it within a reasonable time; and/or, having a sales compensation plan designed to penalize
salesperson(s) who sell the advertised product(s) and/or service(s).
22.4 • We will always have a sufficient quantity of advertised product(s) and/or service(s) to meet
reasonably anticipated demands.
23 USE OF ASTERISKS: We use asterisks to impart additional information about a word and/or term which is not in itself inherently deceptive. The asterisk and/or other reference symbol are not used as a means of contradicting and/or substantially changing the meaning of any advertising statement. Information referenced by asterisks are used clearly and are prominently disclosed.
24 TESTIMONIALS AND ENDORSEMENTS: Any testimonial and/or endorsement we use are genuine, truthful and never misleading to any advertiser and/or consumer. Every testimonial and/or endorsement
actually represent the current opinion of the person(s) and/or endorser(s). Testimonials and/or
endorsements are never altered to change the overall meaning and/or impact.
25 CONTESTS AND GAMES OF CHANCE: During any contest(s), game(s) and/or giveaway(s) we will
clearly publish a complete and concise rule(s) and provide competent impartial judge(s) to determine the
winner(s). We ensure any contest(s) conforms to FTC requirement(s) as well as any applicable local
and state law(s).
TERMS AND CONDITIONS FOR INTERNET ADVERTISING
26 SCOPE. This is a contract (referred to herein as this "Agreement" or "Terms and Conditions") between
SLP (hereinafter referred to as "Spotlight Pages," "Spotlight Pages," "SLP" "we," or "our") referred
herein as SLP, and the customer ("you" and "your") identified on the listings page, sign up page (the "Order")
for us to fulfill your order for our Advertising Products identified on the Listings Page. This Agreement consists
of the Order and these Terms and Conditions for Internet Advertising, (these "Ts&Cs"). Except as otherwise
expressly provided in these Ts&Cs, in the event of any conflict between the terms of the Order or of
these Ts&Cs, the Order shall control.
26.1 • The parties to this Agreement are, with respect to laws of the local or national jurisdiction.“Advertiser” means the business, person or other legal entity shown after “business name” on the
Listing Page (s), it's owners successors and assigns. “Advertising means all items included in the
Listing Page (s) to appear in and on the SLP, other than items provided pursuant to lawful tariffs.“Directory means the SLP site." The person agreeing to these Terms and Conditions on behalf of
Advertiser warrants that he or she is authorized by advertiser to electronically sign and agree to this legal binding contract for and on behalf of Advertiser. This Agreement is binding upon
submission of the order on the Listings Page (s). Such acceptance may be evidenced by the
appearance of the
Advertising in the Directory or by such written or printed documentation
as the Publisher may require from time to time.
26.2 • This agreement and any applicable tariffs shall constitute the entire agreement between advertisers
and Publisher, and Publisher shall not be bound by any agreement or understanding not expressed
herein. The terms and conditions of this Agreement may not be modified, except in writing signed
by Advertiser and Publisher's Sales Manager or customer service office manager. No alteration, deletion,
or other modification of the electronic words of this agreement (hereinafter collectively “alteration”) shall
be binding upon Publisher, and in the event of any alteration, Publisher may, at Publishers option, treat
the agreement as remaining
in effective in it's original unaltered format by publication of the advertising
or may consider
the agreement rejected by advertiser and may refuse to publish the advertising. Neither publication not attempted publication of the advertising shall be deemed to constitute and acceptance
of any alteration.
26.3 • Publisher reserved the right to change the name and/or distribution scope of any SLP
listings covered by this agreement.
26.4 • Publisher may revise any advertising at anytime, even after an initial publication, so that the advertising
to be published will conform to publishers then current rules and standards. Publisher also may terminate
this agreement at anytime insofar as it pertains to any forthcoming SLP published pages if publication of
any advertising will not conform of such rules and standards, if publisher has requested advertiser to revise
the advertising so that it will conform to such rules and standards and advertiser has failed to do so by the
date required by publisher, if publisher determines provided to it by or on behalf of
advertiser is incorrect,
or if publisher determines that advertiser is a poor credit risk. Publisher shall make any or all of the
forth herein in it's sole discretion.
26.5 • Advertiser warrants that it is authorized and entitled to advertise each business, product or service
represented in the advertising, that all statements or representations made by or on
behalf of advertiser
to publisher are clear, truthful and not misleading, that the contents of the advertising are truthful, fair
and lawful; and that the use of any name, picture, likeness,
reproduction, endorsement, of a product
or service, copyrighted or copyrightable item,
telephone number, address, trademark, service mark, or
trade name in or in connection with any advertising is duly authorized. Advertiser shall notify publisher
immediately of any change in such authorization. Advertiser assumes sole responsibility for the protection
of any
copyrights, trademarks, service marks, and trade names owned wholly or partially by advertiser for which it is duly authorized to use, whether or not included in its advertising, and shall hold
publisher
free and harmless from and against any and all liability for infringement thereof.
26.6 • Advertiser agrees to and hereby does indemnify, defend and hold publisher, its directors,
officers,
other employees and agents harmless from and against any and all loss, claim,
damage, expense, penalty,
demand, reparation, cost of defense, attorney's fees or liability whatsoever (whether paid or credited
under settlement, order, judgment or otherwise) arising out of or in any way caused by or connected
with the published advertising. Advertiser warrants that it will honor the terms mentioned in any
advertising and/or coupons ordered in
this agreement until the expiration date mentioned in such
terms or, if none, during the entire
26.7 • Publisher shall have the right, but not the obligation, to disclose any and all information it has
concerning advertiser to third parties, including without limitation, credit reporting agencies, and to
request from, receive, and act upon information concerning advertiser from third parties, including,
without limitations, credit reporting agencies.
26.8 • The monthly advertising charges for every directory subject to this agreement are fully due and
payable, notwithstanding any cancellation until 12, 24, 36, 48 or 60 months, depending on agreed contract
term, of full payments are made.
If ownership is transferred, owner shall remain personally liable jointly or
severally with
the new owner or owners for the full amount of advertising charges set forth in this
agreement, whether or not there has been any agreement respecting the assumption
of liability by
the new owner or owners.
26.8a • Advertisers obligation hereunder arises for the amounts specified herein (plus applicable
taxes)
and at the time specified on publishers monthly invoices via email. Publisher may require
payment for
advertising on other that a monthly basis for credit or other reasons.
26.8b • Upon
advertisers failure to pay any invoice amount when due, publisher may cease monthly
billing
and accelerate the billing and collection of all remaining charges for all advertising without
further
notice to advertiser and without regard to whether the charges are separately billed.
26.8c • Advertisers failure to timely pay for advertising, publisher may refuse to publish
advertising
for which advertiser has submitted an online order. Publisher may require that advertiser provide
information regarding its creditworthiness. Publisher has the right to allocate and apply payments
received from advertiser among charges owed by advertiser pursuant to this agreement. Advertiser
waives the provisions of the civil and commercial codes,
or any other law of any state relating to
accord and satisfaction. No acceptance of any payment
or any instrument marked with any restrictive covenant or other limited or conditional
endorsement will be deemed a waiver of publishers rights under
this agreement. If a payment is
rejected due to insufficient funds, advertiser will be liable to publisher
for bounced check fees
or any other fees allowed by laws of the local or national jurisdiction.
26.8d • LATE PAYMENT INTEREST CHARGE. If any payment for services under this
agreement is not made by the due date indicated on
publishers invoices and/or this agreement,
advertiser agrees to pay an interest charge at the
rate of 1.5% per month (or the highest lawful
rate if it is less) beginning on the billing date, on
the past due amount until paid. Advertiser agrees
that this interest charge is a reasonable
charge to compensate publisher for the inability to use the funds it has not been paid. (NOTE:
NO INTEREST CHARGE APPLIES IF ALL PAYMENTS ARE PAID
WHEN DUE.).
26.8e • COLLECTION ACTIVITY FEE. Furthermore, if advertiser fails to make payments as
specified herein, advertiser agrees to pay publishers reasonable collection cost associated with collection
of such payments. Advertiser agrees that publishers collection activities for each individual account
include
both internal and external costs of publisher and that it would be impractical and cost prohibitive
for
publisher to calculate those actual costs associated with collections fees for each advertisers account.
Therefore, advertiser agrees to pay a collection activity fee (“CAF”) in the amount of $25.00 each month
if publisher does not receive the full amount by the due date shown on the invoice, as an offset of publishers internal and external aggregate activities - based costs associated with handling and/or
collecting delinquent accounts. Advertiser agrees that the CAF is not an interest charge for the time
value of unpaid money and recovers costs that are different from the costs recovered by the late
payment interest charge described in (d) above. (NOTE: NO CAF APPLIES IF ALL PAYMENT ARE
PAID WHEN DUE.)
26.8f • If advertiser's application for business credit is denied, advertiser has the right
to a
written statement of the specified reasons for the denial. To obtain the statement, please
contact
credit manager, Spotlight Pages, LLC, 980 9th Street, Sacramento, CA 95814
within 60 days from the date
advertiser is notified of publishers decision. Publisher will send advertiser
a written statement of reasons
for the denial within 30 days of receiving advertisers request for the
statement. Notice: the federal equal
credit opportunity act prohibits creditors from discriminating
against credit applicants on the basis of
race, color, religion, national origin, sex, marital status, age
(provided the applicant has the capacity to
enter into a binding contract): because all or part of the
applicants income derives from any public
assistance program; or because the applicant has in good
faith exercised any right under the consumer
credit protection act. The federal agency that administers
compliance with this law concerning this creditor is the federal trade commission, equal credit
opportunity, Washington, DC 20580.
26.8g • Either party may terminate this agreement insofar as it pertains to any forthcoming pages on
SLP, but only if written notice is received by the other party prior to advertising closing date or such
publication. Such notice by publisher may be sent to the address shown for advertiser in this
agreement.
This paragraph shall not limit the exercise of publishers rights described anywhere within the
terms and
conditions, including, without limitation, publishers termination rights are set forth herein. If
publisher
discovers that the advertising charges reflected in the agreement are lower than standard charges for
advertising for advertisers similarly situated, publisher may cancel the agreement at any time before or
after being published on SLP unless advertiser agrees to an amendment to the agreement to insert the
correct charges as determined by publisher.
27 LIMITATION OF LIABILITY FOR ERRORS AND OMMISIONS: READ CAREFULLY. IN THE EVENT
OF ANY ERROR
IN OR OMMISION OF ALL OR ANY PART OF ANY ADVERTISING, THE PARTIES AGREE
THAT PUBLISHERS
LIABILITY SHALL BE LIMITED PRO RATA ABATEMENT OF THE CHARGES PAYABLE
FOR SUCH ADVERTISING
DURING THE ISSUE LIFE OF THE DIRECTORY IN WHICH SUCH ERROR OR
OMMISION OCCURS IN THE SAME
PROPORTION THAT SUCH ERROR OR OMMISION REDUCES THE
VALUE OF THE ADVERTISING. IN NO EVENT
SHALL PUBLISHERS LIABILITY TO ADVERTISER FOR
CLAIMS OF ANY KIND WHATSOEVER FOR LOSS OR
DAMAGE ARISING OUT OF OR IN ANY WAY
CONNECTED WITH ANY SUCH ERROR OR OMMISION
EXCEEDED THE TOTAL OF SUCH CHARGES
PAYABLE FOR THE ADVERTISING. IN NO EVENT SHALL
PUBLISHER BE LIABLE FOR ANY LOSS OF
ADVERTISERS BUSINESS, REVENUES, OR PROFITS, THE COST TO
ADVERTISER OF OTHER FORMS
OF ADVERTISING, OR SPECIAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE
DAMAGES OF ANY NATURE.
IN NO EVENT SHALL PUBLISHER BY LIABLE FOR ERRORS OR OMMISIONS OR
OTHER WRONGFUL CONDUCT OF ANY THIRD PARTY, INCLUDING AUDIO TEXT AND OTHER INFORMATION
PROVIDERS
WHOSE SERVICES MAY BE MENTIONED IN ANY ADVERTISING. THE FOREGOING PROVISIONS
SHALL
APPLY TO THE FULL EXTENT PERMITTED BY LAW AND REGARDLESS OF WHETHER ADVERTISERS
CLAIM IS BASED UPON CONTRACT, TORT (INCULDING NEGLIGENCE OF WHATEVER DEGREE), STRICT
LIABILITY OR OTHERWISE AND SHALL CONSTITUTE PUBLISHERS SOLE LIABILITY TO ADVERTISER
AND
ADVERTISERS EXCLUSIVE REMEDY AGAINST PUBLISHER IN THE EVENT OF SUCH ERROR OR
OMMISION
AND ADVERTISER SPECIFICALLY WAIVES ANY RIGHTS TO ANY SUCH CLAIM FOR LOSS
OR DAMAGE.
HOWEVER, IF ADVERTISER DOES NOT DESIRE TO WAIVE SUCH CLAIM FOR LOSS OR
DAMAGE, ADVERTISER
CAN AGREE TO PAY ADDITIONAL CHARGES. IF ADVERTISER PAYS THE
ADDITIONAL CHARGES, ADVERTISER IN THE EVENT OF ERROR OR OMMISION IN THE DIRECTORY
MAY PURSUE ALL HIS LEGAL
REMEDIES FOR SUCH ERRORS OR OMMISIONS. ADVERTISERS
INTERESTED IN OBTAINING ADDITIONAL
INFORMATION REGARDING THIS OFFER SHOULD
CONTACT THE OFFICE MANAGER AT 1 (916) 424-7370 OR
ANY OTHER MEANS NECESSARY. WHETHER OR NOT ADDITIONAL CHARGES ARE PAID, ALL CLAIMS BASED
UPON ERROR IN OR
OMMISION OF ADVERTISING MUST BE MADE DURING THE ISSUE LIFE OF THE
DIRECTORY IN
WHICH THE ADVERTISING APPEARS OR WAS TO HAVE APPEARED. THE ISSUE LIFE OF A
DIRECTORY IS DEFINED HEREIN. IF MORE THAN ONE DIRECTORY IS INVOLVED, THE CLAIM
PERIOD SHALL
BE CALCULATED SEPARATELY FOR EACH DIRECTORY. NO LAWSUIT MAY BE BROUGHT FOR ANY RELIEF
BASED UPON ANY ERROR IN OR OMMISION OF ADVERTISING UNLESS
A CLAIM IS FIRST MADE WITHIN THE
PERIOD FOR MAKING CLAIMS AND IN NO EVENT MORE THAN
SIX MONTHS AFTER THE EXPIRATION OF
THE TIME PERIOD FOR MAKING CLAIMS.
28 Publisher shall have the right to sell, assign, or transfer this agreement with all its rights, title,
and interest
herein to any person, firm, or corporation at any time during the term of this agreement,
and any such
assignee shall acquire all of its rights and assume all of the obligations of publisher under
this agreement.
29 Publisher reserves the right to reproduce SLP in any other form or format chosen by
publisher,
including micro fiche and electronic versions and including the specific display ads of advertiser,
whether or not protected by copyright or trademark.
30 BREECH OF CONTRACT FEES. Publisher shall have the right to charge a breech of contract fee,
if advertiser fails to fulfill 12, 24, 36, 48 or 60 month contract depending on the option selected on the sign
up page, before the contract is due to expire. Publisher may also charge any fee(s) or surcharge(s) for breech
of contract
and will be due within 30 days of termination of this contract. Breech of contract fee may not
exceed a sum of
$11,100.00, and may be no less than $600.00 per contract that's electronically agreed
to on the sign up page.
31 TERM/CANCELLATION/RENEWAL. The Agreement is effective when executed by you and delivered
to SLP or its agents, either in writing, by electronic signature or when you voice verify through oral request
for Advertising; provided, however, that effectiveness remains conditioned upon acceptance/rejection by us
as described herein. Unless otherwise specified, this Agreement shall be considered accepted and executed
by us at its principal offices upon commencement of the Fulfillment of your advertising.
Unless rejected by us, the term of this Agreement (the "Term") shall be from the effective date until this
Agreement is either:
31.1a • Terminated pursuant to the terms set forth herein; or
31.1b • Superseded by a new SLP agreement for Advertising between you and SLP; provided however,
that in no case shall the Term exceed five (5) years. The Term shall be wholly separate and independent
from the term of any Advertising, Service, Order of Addendum, any of which may be cancelled or
terminated in accordance with their respective applicable provisions without effecting the Term (s)
or this Agreement.
31.2 • The Term (s) of any Advertising and/or Service shall be set forth on the Order and/or shall be governed
by the Service Term (s) which relate to such Advertising and/or Service. Unless otherwise specified on the
Order or in the applicable Service Term(s), the Term (s) of any Order shall commence upon the Fulfillment of the
Advertising addressed therein and shall continue until the Media in which the Advertising appears or with
which the Advertising is associated has been withdrawn, superseded or replaced with a subsequent edition.
31.3 • AUTOMATIC RENEWAL OF ADVERTISING. UNLESS OTHERWISE EXPRESSLY SPECIFIED IN THE
SIGN UP PAGE, IT IS YOUR EXPRESS INTENTION IN ENTERING INTO THIS AGREEMENT THAT THE TERM FOR
ANY ADVERTISING SHALL AUTOMATICALLY RENEW, UNLESS CANCELLED IN THE APPLICABLE MANNER, AS
MORE SPECIFICALLY SET FORTH IN THE APPLICABLE SERVICE TERMS (each a "RENEWAL TERM") All Services
provided during a Renewal Term will be subject to the then-current Term (s), pricing and other Term (s) for the
applicable Advertising, copies of which shall either be provided to you or made available to you through our
official website(s) (such then current Term (s) and conditions being the Term (s) for purposes of this Agreement).
Unless the Advertising is properly cancelled or otherwise terminated hereunder, and if we elect to publish
and/or continue to otherwise Fulfill the Advertising, you hereby agree to pay for such Advertising for each
billing cycle of a Renewal Term (s) at Publisher's then standard rates during such billing cycle for the applicable
Advertising, which standard rates may be higher than the rates set forth on the Order. Unless otherwise specified, you are responsible for obtaining the deadline for cancelling the renewal of any particular
Advertising by calling our office at the number specified on our website(s).
31.4 • Advertiser may cancel this Agreement only by written notice signed by an authorized representative
of your company sent by "U.S. Certified Mail" to SLP at our address listed herein or on our website(s)
and mailed return receipt to the attention of "Spotlight Pages, LLC, ATTN: Cancellation Manager
within TEN (10) DAYS of execution/authorization. You may also cancel a particular Order or Advertising by
delivering notice of cancellation by the deadline provided on the Order or in the applicable Service
Term (s); provided, however, that if no deadline is specified the deadline will be TEN (10) from
execution/authorization of the applicable Order.
31.5 • We may, upon notice sent to either the e-mail or physical address SLP has on file for you,
terminate, reject or cancel this Agreement or any Addendum or Order, in whole or in part, at any time
and for any reason or no reason as determined by SLP in its sole and absolute discretion, and in such
event, if SLP cancels, rejects or terminates this Agreement in part, this Agreement will remain effective
as to any Addendum or Order not so terminated.
31.6 • Notwithstanding anything in this Agreement to the contrary, this Agreement shall terminate
immediately with respect to any Service upon the replacement or discontinuance of such Service by SLP.
31.7 • Voluntary suspension of billing activity by SLP with respect to all or any portion of an addendum,
an order, or any other amount due in connection with this agreement shall not constitute termination of
this Agreement and SLP shall retain the right to enforce the remainder of the term of such addendum
or Order and to resume billing when and as it deems appropriate in connection therewith.
31.8 • Any cancellation or termination, in whole or in part, or any breach of this Agreement, including
failure to make payments on a timely basis by you, shall immediately extinguish and invalidate any
Preference(s) reserved for you. Solely for purposes of this extinguishment of Preference(s), SLP shall
be entitled to immediately rely upon your verbal expression of termination, without requirement of
written confirmation thereof. If you choose to have your Advertising Products removed from any
website(s) and/or our services discontinued prior to the end of the Initial Term or Renewal Term, as the case may be, you shall notify us in writing and the unpaid balance for the entire Initial Term
or Renewal Term will become immediately due and owing.
32 THIRD PARTIES. You represent and acknowledge that you are entering into this Agreement to obtain
the Advertising Products for your own benefit and not for the benefit or on behalf of any third party,
including, but not limited to, any of your shareholders, partners, owners, employees, agents or affiliates.
However, each of our distribution or fulfillment vendors or internet search engines on which we place
your advertising (each, a "Distribution Site") is an intended third-party beneficiary of your obligations
hereunder that relate to Advertising Products and may independently enforce each obligation directly
against you.
33 RATES/PAYMENT/BILLING/COLLECTIONS. Each contract is subject to a 12, 24, 36, 48 or 60
month term, unless otherwise provided on the sign up page, we will bill you during our first applicable billing
cycle after we fulfill your order for Advertising Products and will continue to bill you during each applicable
billing cycle thereafter during the Term(s) of this Agreement and will follow all CANCELLATION & RENEWAL
TERM (S) AS DESCRIBED IN SECTIONS 28 and 28.2 OF THE TERMS AND CONDITIONS FOR INTERNET
ADVERTISING. We will bill you for Advertising Products for which no rate is specified on the sign up page
at our standard rates for such Advertising Products at the time that we provide such Advertising Products.
Any rates specified on the sign up page will apply during the Initial Term (s) only. Unless you or we terminate
this Agreement at the end of the Initial Term, you will be invoiced for each billing cycle of the Renewal Term
at our standard rates during such billing cycle for such Advertising Products. Such standard rates may be higher than the rates set forth on the Order. We may remove, or (in the case of Advertising Products placed on Distribution Sites) cause to be removed, your Advertising Products and suspend our services hereunder if payment is not received by the due date. Your prompt payment of any costs that we incur
to suspend services or remove or cause removal of Advertising Products, or to resume services or replace
or cause replacement of Advertising Products, will be a condition to our resumption of services and there placement of Advertising Product. You acknowledge that no such suspension or removal will extend the term of this Agreement and, therefore, that it will reduce the aggregate time that we fulfill your order.
We may charge late payment fees that will accrue at our then-current standard rates or, if lower, the maximum rate permitted under applicable law. You agree to pay any attorneys' fees and costs that our
agents or we incur in collecting any unpaid amount. You will pay any sales, use or other local, state, federal, foreign or other taxes or governmental fees arising out of or in connection with this Agreement,
other than taxes based on our net income.
33.1 • Except as otherwise expressly provided in the Service Terms, the full amount of all charges for
Advertising represented on an Order shall be assessed upon commencement of Fulfillment of such
Advertising. Notwithstanding the foregoing, unless otherwise specified by SLP, you will pay the charges
specified on the Order (plus any applicable taxes) at the times specified on SLP's invoices. Publisher
typically bills on a monthly basis, however, SLP may require payment on other than a monthly basis
for credit or other reasons. Where, for whatever reason, a particular billing period is not a whole month,
SLP may adjust the charges specified on the sign up page to account for the shorter period. SLP reserves the
right to require partial or full payment in advance as a condition of Fulfillment or to charge you a reasonable fee beyond anything specified on the Order for requests that exceed SLP's customary services, including,
for example excessive content changes, protracted design development or premise visits. Payments are
due on the due date specified on the invoice or, if no payment date is specified, then THIRTY (30) ater
the date of the invoice.
33.2 • If more than one person/entity requests Advertising under this Agreement, all such persons/entities
will be jointly and severally liable for all charges due and payable. You will pay any sales, use or other local,
state, federal, foreign or other taxes or governmental fees arising out of or in connection with this
Agreement, other than taxes based on SLP's net income, as applicable. SLP has the right to allocate
and apply periodic payments received from you to and among charges owed by you, as it sees fit. You
waive any defense to payment to the entire amounts specified on the Order based upon your conditional
tender of less than the full amount due, an offer to compromise made by you, UCC3-331, or an alleged accord and satisfaction. No acceptance of any payment or any instrument marked with a restrictive
covenant or other limited or conditional endorsement will be deemed a waiver of SLP's rights. The
allegation or existence of an error or omission shall not, in and of itself, relieve you from obligation
to make timely payments for all Advertising. If you choose to have any advertising removed from
any Media and/or discontinued (to the extent such removal or discontinuance is practicable) prior to
the end of the applicable term for such Advertising, you shall notify SLP in writing and the unpaid balance for the entire term will become immediately due and payable.
33.3 • Upon your failure to pay an invoiced amount when due, SLP is free to accelerate the billing and
collection of all remaining charges for all Advertising, without further notice to you, including charges
that are separately billed and not past due. You will be liable to SLP for any returned check fees and
any other fees allowed by law. You further agree to pay attorneys fees and costs that SLP or it's
agents incur in collecting any unpaid amounts.
33.4 • In the event of late payment, nonpayment or any other breach of this Agreement by you, SLP
may, in it's sole discretion, remove or cause to be removed any Advertising, in whole or in part and
whether covered by this Agreement or any other contract or agreement you may have with SLP or
any of it's affiliates, from any Media and suspend all Services hereunder if payment is not received by
the due date. SLP may also, in its sole discretion, repurpose and otherwise reallocate any advertising
or Media inventory and/or Services which may have been allocated towards the use of or support of
the Advertising, and you shall have no rights with respect to any such inventory and/or Services. Any suspension of Services by SLP under this Agreement shall not, in and of itself, act to cancel or
otherwise terminate this Agreement SLP shall still be entitled to enforce the remainder of any term
for Advertising or Services, including any Renewal Term. Your prompt payment of any costs that SLP
incurs to suspend services or remove or cause removal of Advertising, or to resume Services or to
replace or cause the replacement of Advertising, will be a condition to SLP's resumption of Services
and the replacement of Advertising. Any suspension of Services by SLP hereunder shall not, in and of itself, act to cancel or otherwise terminate this Agreement and SLP shall still be entitled to enforce
the remainder of any term of Advertising or Services, including any Renewal Term.
34 CUSTOMER DOMAIN REGISTRATION/OWNERSHIP OF WORK PRODUCT. If the Advertising Product
you have ordered involves the hosting or operation of a Web site, the Universal Resource Locator ("URL")
therefore must be registered in our name with a domain registrar of our choosing so we may manage the
domain while we host or operate the Web site. If you do not have a URL, we will procure a URL and will
pay the applicable domain name registration fees to the registrar and maintain ownership. We cannot
guarantee that any URLs and/or domain names you request for your Web site will be available for your
use. If none of your requested URLs are available, we will contact you and request alternatives. If you
already own the registration for the desired URL, you must transfer the URL to us with a domain registrar
of our choosing. If the URL cannot be transferred or you fail to undertake the action we request to cause the transfer, then, in our discretion, we may (but are not obligated to) choose a URL or domain name on
your behalf. Upon termination of this Agreement or in the event you are in breach of this Agreement, any
Web sites hosted or operated under this Agreement may be disabled, in our sole discretion. We will invoice
you for all fees payable in connection with the transfer to you of any URL registered in our name that is
related to your Web site if you notify us in writing within thirty (30) days after termination or expiration of
this Agreement that you desire such transfer. We will then promptly transfer such URL to you if you timely
pay such invoice. If you fail to notify us that you desire such transfer within such thirty (30) day period or
fail timely to pay such invoice, then you waive all rights in or with respect to such URL, and you
acknowledge that we may allow the registration for such URL to lapse, may retain and use such URL, or may transfer such URL to a third party, without restriction.
35 Website Master Agreement
35.1 • You are engaging SLP as an independent contractor for the specific purpose of maintaining/modifying
your website and hosting. You hereby authorize SLP to access the current hosting account, and the
following directories: webpage directory, database, cgi-bin directory, and any other directories or
programs which need to be accessed for any project in which you hire us to work on.
35.2 • You will be billed at the regular hourly rate and/or billed on a monthly basis for maintenance that we agree upon with you.
35.3 • Changes included under this agreement include alterations and additions to text, graphics, HTML, XML,
ASP, PHP, Java Scripts Flash files, and any other types of computer language needed in order to fulfill the
order. Some websites shall not include all of the above listed types of web design applications not
specifically agreed to in writing under the Description of Services below. Content for the website will
be clearly labeled and emailed to us.
35.4 • If you have a number of small updates please give them to us all in one batch, and make sure any
additions, deletions, or changes are clearly detailed. This will allow us to schedule our time efficiently,
and cut down on additional maintenance expenses for you.
35.5 • You represent to SLP and unconditionally guarantee that any elements of text, graphics, photos,
designs, trademarks, or other artwork furnished to SLP for inclusion in website are owned by you, or that
you have permission from the rightful owner to use each of these elements, and will hold harmless, protect,
and defend SLP and its subcontractors from any claim or suit arising from the use of such elements
furnished by you.
35.6 • You agree to indemnify us and hold us harmless from and with respect to any claims, actions, liabilities,
losses, expenses, damages and costs (including, without limitation, actual attorneys' fees) that may at any
time be incurred by us arising out of or in connection with this Agreement or any services you request,
including, without limitation, any claims, suits or proceedings for defamation or libel, violation of right of
privacy or publicity, criminal investigations, infringement of intellectual property, false or deceptive
advertising or sales practices and any virus, contaminating or destructive features.
35.7 • This agree constitutes the entire agreement between you and SLP with respect to the subject matter
herein, and supersedes all prior discussions, understandings, agreements and negotiations between you and
SLP. Any changes or modifications to this contract must be in writing and signed by the you.
35.8 • This contract shall be governed by and construed in accordance with the laws of the State of California,
without giving effect to its conflict of laws provisions or your actual state or country of residence,
and you agree to submit to personal jurisdiction in Sacramento County, California.
35.9 • Before work commences, you agree to pay a 50% deposit on all work being done, with the final balance
being after the work is approved and completed.
36.9a • Any photographs necessary for the development of the website will be provided by you or purchased
by SLP at your expense. These images vary in price from $25 to $300 per image depending on popularity of
image and resolution. SLP will incur the cost of image research. Please let SLP know if you intend to use
any of the images for printed marketing materials, as we will need to purchase high resolution versions
of the image.
36.9b • Any creative, coding or original photographs that is created by SLP, it's parent, subsidiaries, affiliates,
officers, directors, agents, and employees becomes protected by the (DCMA) The Digital Millennium Copyright
Act of 1998.
36.9c • SLP is compiled and made available by Spotlight Pages, Limited Liability Corporation. This compilation
is a copyright work. The reproduction,
copying, downloading, storage, recording, broadcasting, retransmission or distribution of any part of this Site or any related products including but not limited to website creation, creative work and coding is not
permitted. Nothing set forth herein shall be construed as granting to you a license under any copyright,
trademark, patent or other intellectual property right of SLP or any third party.
The "SLP" names and logos, "SLP," "OnlineYPAds.com" "Spotlightpages.mobi," and all other related products,
service names, design marks and slogans (the "SLP Marks") are trade names, service marks, or registered
trademarks of SLP and may not be used in any manner without the prior written consent of SLP. All other
trademarks and service marks that may appear on the Site are the property of their respective owners.
SLP does not take responsibility for monitoring the use by others of copyrights, trademarks, patents
or other intellectual property of third parties published on the Site. We reserve the right (but shall
have no obligation), at our sole discretion, to remove Content, suspend or terminate Site access,
or take other appropriate action against users, advertisers or other third parties who infringe the
copyright rights of others.
As a publisher of advertisements, SLP is not in a position to arbitrate trademark disputes between
advertisers and trademark owners. Advertisers are responsible for the content they choose to use.
Accordingly, we encourage trademark owners to resolve their disputes directly with the advertiser.
37 PERFORMANCE BASED ADVERTISING PRODUCTS. We may change search engines from time to
time in our sole discretion. You agree that all placements on search engines shall conclusively be deemed
to have been approved by you. We or our vendor will continue to fulfill your Advertising Product for the
contracted number of clicks, calls, search or other actions (an "Action") or until your budget is exhausted.
If the applicable number of Actions has not been delivered or disputed Actions have been credited by us
in our sole discretion or your budget has not been exhausted during the Initial Term, we will continue to
fulfill your Advertising Product at no additional charge until the applicable number of Actions has been
delivered or your budget has been exhausted. Although we will invoice you in twelve installments for the contract amount, we do not guarantee that the Actions will be fulfilled within that timeframe or
otherwise during the term of this Agreement. We cannot provide you with:
37.1 • The names of the search engines and/or search engine networks to which your advertisements
will be submitted and/or
37.2 • The URL and IP address from which clicks or other Actions are made. Our only obligation is that
the number of Actions identified on the sign up page will be provided.
38 WE DO NOT GUARANTEE THAT ANY CLICKS
38.1 • Will be from potential customers for you and/or
38.2 • Will be of any benefit or value to you. You acknowledge that the clicks may be: from adult
sites, from adult-sounding URLs, from sites potentially offensive to you, the result of prohibited or
improper purposes, and the result of spiders, robots and other automated or mechanical means. We
will send or make available periodic reports from us or Distribution Sites regarding the number of Actions
we deliver. You agree that such reports and the counts contained therein shall be the conclusive, definitive
measurements of our performance, and that they shall determine your related obligations for all
purposes of this Agreement. No other measurements or usage statistics from any source whatsoever shall be accepted by us or have any applicability to our obligations or your rights under this Agreement.
Notwithstanding anything to the contrary in Section 2 of these Ts&Cs, upon fulfillment of your
performance based Advertising Product, we will terminate your performance based program unless
you and we agree to renew it. If you cancel your performance based Advertising Product or disable
your Web site or otherwise impair our ability to complete the Actions, we will invoice you for the
remaining months of the Initial Term or retain the amount of any remaining budget as an early
termination charge. We have no liability for any Actions you dispute. However, in our sole discretion,
we may issue you a credit for additional Actions to be delivered.
39 PROHIBITIONS, CONTENT, AND INTELLECTUAL PROPERTY RIGHTS. The transmission of any unsolicited commercial e-mail messages through our services is strictly prohibited without the prior
consent of the recipient. You acknowledge that neither we nor the Distribution Sites generate the
content upon a site where your Advertising Product may be fulfilled and that neither we nor the
Distribution Sites are responsible for such content. You acknowledge that it is not possible to avoid
placing your advertisements on web sites that display adult content, have adult-oriented domain
names, or that are primarily intended as gambling sites, you acknowledge that it is not possible to avoid all such placements, and that we shall in no event have any liability to you of any type or
nature as a result of any such placement or any other such placement that may be offensive to
you. We or any Distribution Site may refuse, remove and/or terminate Advertising Products and
our services due to any content that we or a Distribution Site deem for any reason:
39.1 • May subject us, a Distribution Site or another party to liability
39.2 • Includes obscene, profane, sexual, violent or other inappropriate content, or
39.3 • Is otherwise unacceptable in our or the Distribution Site's sole discretion; provided that we
have no obligation to review your advertisements and shall have no liability related to the content
thereof. If this occurs, you will remain responsible for payment of all amounts to be invoiced for
the then-current term and will not be entitled to any refund or abatement or any extension of the
term of this Agreement. Furthermore, you are making the following representations and both we
and each Distribution Site are relying upon them:
39.3a • That you are authorized to advertise and display the requested business, product or
service,
39.3b • You are a business, not a consumer
39.4 That the content of any advertisement is truthful and not misleading
39.5 That you are in compliance with all laws and licensing requirements relating in any manner to the
goods or services displayed or to your advertisement, and e) that you have the right to use and publish
any requested name, address, trade name, trademark, service mark, picture, likeness, reproduction,
endorsement, copyrighted or copyrightable item or other content and that such use complies with
all applicable laws, license agreements and other obligations. Without limiting any of our other rights or
remedies, you agree to notify us immediately in writing at any time that you discover or suspect that
any of these representations is not true and correct in all respects. You assume sole responsibility for
the protection of any copyrights, trademarks, service marks, trade names and other intellectual
property owned wholly or partially by you or which you are authorized to use or display. If we
receive notice or documentation demonstrating that another person or entity contests your right
to use or display a name, trademark, service mark or other content, we may reject or discontinue the
Advertising Products and our services without liability to you until such time you have resolved that
dispute with the other party to our satisfaction. As to Advertising Products we create for you,
whether in whole or in part, and any derivative work that we create from your content, you
acknowledge that we are an author and assign to us all rights in and to any independently
copyrightable contribution you might have made to the advertising. You further acknowledge
that we retain all right, title and interest, including the copyright, in such Advertising Products
and that neither you nor we intend for such advertising to constitute a joint work. You grant us
a nonexclusive license during the term of this Agreement, including the right to sublicense, to copy,
distribute, create derivative works based upon, publicly display, publicly perform and otherwise use
any trademark, service mark, graphics, text or other content you provide to us in connection with
our performance of our obligations under this Agreement. Upon termination of this Agreement, we
are not obligated to return any of these works to you.
40 DESIGN OF OUR SITES, ADVERTISING PRODUCTS, STATISTICS AND INTERRUPTION OF OUR
SERVICES. We and the Distribution Sites may redesign or modify the organization, structure and/or
"look-and-feel" of our respective Web sites, Advertising Products, and published set of headings and
directories at any time and without notice; we may discontinue or add Distribution Sites at any time
in our sole discretion. Although we assign each Advertising Product an internally generated point value
and/or seniority date, such assignment is internal to us and does not confer any rights to you. We or
any Distribution Site may position your advertisement on any page within the appropriate sites, in any
position upon such page, in any sequence and in association with any classified heading or keyword(s)
we or any Distribution Site deems appropriate unless otherwise specifically noted on the sign up page.
Unless expressly provided on the Order, neither any Distribution Site nor we make any representation or
warranty with respect to traffic or usage statistics regarding Actions on our site or on any Distribution
Site or the levels of impressions, cost per click, or click-through rates or the quality or conversion rate
for any advertisement. An "impression" means each occurrence of a display of an advertisement. Neither
any Distribution Site nor we will have any liability to you and you will remain responsible for all moneys
owed to us should there be an interruption in our Web site or any third party site or other interruption
in our services hereunder for any period of time, although we may, in our sole discretion, issue credits or extend the term of this Agreement in the event of interruptions lasting several days or longer.
41 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED ON THE SIGN UP PAGE, NEITHER
WE NOR ANY DISTRIBUTION SITE MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES TO YOU
OF ANY KIND, EITHER EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR OTHER
WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE),
REGARDING THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF THE ADVERTISEMENTS OR
ADVERTISING PRODUCTS, LINKED SITES, ANY SITE WE MAY CREATE FOR YOU, OR OTHERWISE
UNDER OR RELATED TO THIS AGREEMENT.
42 ASSIGNMENT. You may not resell, assign, transfer or delegate any of your rights, duties or obligations
without our prior written consent, which we may grant or withhold in the exercise of our absolute and
sole discretion; in the event we give such consent, the assignee must, without any reservation, assume
all of your rights, duties and obligations. Any attempt to resell, assign, transfer or delegate such rights,
duties or obligations without our prior written consent shall constitute a breach of this Agreement and
shall be of no force or effect. We shall have the right to subcontract performance of our obligations
hereunder or to assign or otherwise transfer this Agreement or any of our rights, obligations or duties
hereunder to any person or entity at any time.
43 NOTICES. All of our notices, demands and other communications must be in writing and will be deemed
to have been given
43.1 • If mailed by certified mail, postage prepaid
43.2 • If delivered by overnight courier
43.3 • If sent by facsimile transmission and such transmission is confirmed as received, or
43.4 If sent by electronic mail, and such message is confirmed as received, in each case to the
address, fax number or e-mail address specified on the Order for the recipient of such notice.
All of your notices, demands and other communications must be in writing and will be deemed
to have been given
43.4a • (a) if mailed by certified mail, postage prepaid or if delivered by overnight courier, to our
address: SLP, 980 9th Street, Sacramento, CA 95814.
44 LIABILITY. NEITHER WE NOR ANY DISTRIBUTION SITE NOR ANY OF OUR OTHER VENDORS SHALL
HAVE ANY LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE ADVERTISING
PRODUCTS FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY
DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOSS OF PROFIT, LOSS OF
INCOME OR REVENUE, LOSS OF GOODWILL, THE REJECTION OR REMOVAL OF ANY ADVERTISING
CONTENT, ANY DELAY IN DISPLAYING OR OUR FAILURE TO DISPLAY CONTENT, OR OUR FAILURE TO
PERFORM SERVICES. WITHOUT LIMITING THE PROVISIONS OF SECTION 13, IN NO EVENT SHALL OUR LIABILITY FOR MONETARY DAMAGES EXCEED THE AMOUNT YOU HAVE ACTUALLY PAID TO US FOR THE ADVERTISING PRODUCTS OR OTHER SERVICES WITH RESPECT TO WHICH SUCH LIABILITY AROSE.
You acknowledge and agree that the provisions of this Agreement that limit liability, disclaim warranties,
or exclude consequential damages or other damages or remedies are essential terms of this Agreement
and are fundamental to the parties' understanding regarding allocation of risk. Accordingly, such provisions
shall be severable and independent of any other provisions of this Agreement and shall be enforced
regardless of any breach hereof or other occurrence or condition relating in any way to this Agreement
or the Advertising Products. Without limiting the generality of the foregoing, YOU AGREE THAT ALL
LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND EXCLUSIONS OF CONSEQUENTIAL
DAMAGES OR OTHER DAMAGES OR REMEDIES SHALL REMAIN FULLY VALID, EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EVEN UNDER CIRCUMSTANCES
THAT CAUSE ANY EXCLUSIVE REMEDY UNDER THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE.
The limitations contained in this Section 13 apply regardless of the form of action, including actions in
contract, tort (including negligence), and strict liability.
45 EXCLUSIVE REMEDIES. If we breach our obligation hereunder to fulfill any Advertising Product or
breach any other obligation hereunder, we will make commercially reasonable efforts to fulfill such
Advertising Product at a later date on the same or substitute site or internet search engine or otherwise
reasonably to cure such breach. THE FOREGOING CONSTITUTES OUR SOLE OBLIGATION AND YOUR
SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH BY US OF THIS AGREEMENT (EITHER DIRECTLY OR
THROUGH A FAILURE OF PERFORMANCE BY ANY DISTRIBUTION SITE).
46 FORCE MEJEURE. In no event shall we or any Distribution Site have liability or be deemed to be in
breach hereof for any failure or delay of performance resulting from any governmental action, fire, flood,
insurrection, earthquake, power failure, network failure, riot, explosion, embargo, strikes (whether legal or
illegal), terrorist act, labor or material shortage, transportation interruption of any kind or work slowdown
or any other condition not reasonably within our control. Your payment obligations shall continue during
any event of force majeure.
47 INDEMNIFICATION. You agree to indemnify us and the Distribution Sites and hold us and the
Distribution Site harmless from and with respect to any claims, actions, liabilities, losses, expenses, damages
and costs (including, without limitation, actual attorneys' fees) that may at any time be incurred by us or
them arising out of or in connection with this Agreement or any Advertising Products or services you
request, including, without limitation, any claims, suits or proceedings for defamation or libel, violation
of right of privacy or publicity, criminal investigations, infringement of intellectual property, false or
deceptive advertising or sales practices and any virus, contaminating or destructive features.
48 TELEPHONE CONVERSATIONS. All telephone conversations between you and us about your
advertising may be recorded and you hereby consent to such monitoring and recordation.
49 APPLICABLE LAW. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of California applicable to contracts entered into and performed in California by
residents thereof. Any action or proceeding brought by you under or relating to this Agreement shall
be brought in a state or federal court located in the City of Sacramento, State of California, and you
hereby irrevocably submit to the personal jurisdiction of and irrevocably consent to venue in such courts
for purposes of any such action or proceeding. Any claim against us arising from this Agreement shall be
adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or
controversy by any other party.
50 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and us
with respect to the subject matter of this Agreement and supersedes all prior written and all prior or
contemporaneous oral communications regarding such subject matter. Accordingly, you should not rely
on any representations or warranties that are not expressly set forth in this Agreement. If any provision
or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law
of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired. Except as provided in Section 1, this Agreement may not be modified except
by writing signed by you and us; provided, however, we may change these Ts&Cs from time to time, and such revised terms and conditions shall be effective with respect to any Advertising Products ordered after
written notice of such revised terms to you or, if earlier, posting of such revised terms and conditions on
our Web site.
51 SEVERANCE. If for any reason a court of competent jurisdiction finds any provision of the Terms to
be invalid or unenforceable, the provision will be superseded by a valid, enforceable provision that most
closely matches the intent of the original provision, and the remainder of the Agreement will continue
in effect and remain fully enforceable.
52 LIMITED TIME TO CLAIM. You acknowledge and agree that that it is the intent of both you and
SLP to limit the period of time a claim may be filed, even if the period is shorter than that fixed by the
statute of limitations. You therefore agree that any cause of action arising out of or related to the Sites
and Services must commence within one (1) year after the cause of action accrues, otherwise such
cause of action is permanently barred.
53 MISCELLANEOUS.SLP DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY AND
ALL WARRANTIES, REPRESENTATIONS AND ENDORSEMENTS, EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTIES FOR ANY INFORMATION, GOODS, OR SERVICES, OBTAINED THROUGH, ADVERTISED
OR RECEIVED THROUGH ANY LINKS PROVIDED BY OR THROUGH SLP; OR REGARDING THE SECURITY,
RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF SLP, SERVICES AND MATERIAL.
53.1 • You are responsible for compliance with applicable laws, regulations and ordinances related to your
use of the Services. Your compliance with applicable laws is not limited to jurisdictions within the
United States (including US Federal law) but also the laws, regulations and ordinances of any
jurisdiction from which you access the Site or use the Services.
53.2 • These Terms will be governed by and construed in accordance with the laws of the State of
California, without giving effect to its conflict of laws provisions or your actual state or country of residence,
and you agree to submit to personal jurisdiction in Sacramento County, California. You agree to exclude, in
its entirety, the application to these Terms of the United Nations Convention on Contracts for the
International Sale of Goods.
53.3 • All other claims, including without limitation, claims under or for violation of consumer protection laws,
unfair competition laws, and in tort, will be adjudicated under the laws of your state of resident in the
United States, or, if you reside outside the United States, under the laws of the country in which
the subject Sites are directed.
53.4 • Any notices required to be given under these Terms shall be given in writing and shall be delivered to
the following address:
SLP
Attn: Legal Department
980 9th Street, 16th Floor
Sacramento, CA 95814
53.5 • Except as expressly stated herein, the Terms constitutes the entire agreement between you and SLP with respect to the Services, and it supersedes and replaces all prior or contemporaneous communications, proposals, understandings or agreement, whether electronic, oral or written, between you and SLP with respect to the Services and/or the subject matter of these Terms.
53.6 • Any waiver of any provision of the Terms will be effective only if in writing and signed by you and Our failure to enforce our rights and remedies available to us with respect your breach of these Terms shall not constitute a waiver of such breach nor of any prior, concurrent, or subsequent breach of the same or any other provision of these Terms.
53.7 • To be removed from future SLP marketing e-mail campaigns, please e-mail support@spotlightpages.com.
These Terms were last modified and effective as of September 4, 2011.
