Terms and Conditions

AlexList Advertising Terms and Conditions

Welcome to the AlexList Pay Per Phone Call Advertising Service Terms of Use. The following are the rules ("Terms") that govern the use of the Advertising program ("the "Program") of the AlexList.org website ("Site"). If DNA Brand Design. ("AlexList") accepts your registration form, you will become a member of the Program and you expressly agree to be bound by these Terms and to follow these Terms and all applicable laws and regulations governing the Site. We urge you to carefully read the Terms, and all policies referenced below or elsewhere on our Site that relate to the Program.

Enrollment

To apply, please submit a complete Program application. We will evaluate your application and will notify you of whether your application is accepted. We may accept or reject your in our sole discretion. Please note that if we accept your application and your business (the "Business") is thereafter determined in our sole discretion to be unsuitable for the Program, we may terminate this Agreement without notice to you and for any reason or no reason whatsoever, and AlexList, its employees, consultants and other agents shall have no liability for such decisions.

Cost Per Call Customers

Once you are accepted into the Program, your Business hereby agrees to pay to AlexList a mutually agreed-upon amount which will be no less than $2 for each Program Call to the Business. Each month the Business agrees to pay for the total number of Program Calls, including any and all applicable taxes. For first-time advertisers the first five (5) Program Calls are free. A "Program Call" occurs when a user calls the AlexList-assigned toll-free number on the Business' profile page and is automatically redirected to that Business' existing phone number. Business acknowledges that its obligation hereunder is based solely on the number of Program Calls and not on Business' ability to convert such calls to sales or other user actions. The price of Program Calls is subject to change at AlexList' discretion.

Payment

In the event that Business has elected to pay AlexList by credit card, Business agrees that AlexList may authorize the credit card and charge the credit card for the applicable Program Calls. Business represents that all payment information provided to AlexList will be accurate and complete. In the event that AlexList is unable to charge Business' credit card or a check issued by Business is returned, AlexList may, in its sole discretion and in addition to any other remedies available to it under this Agreement and any and all applicable laws, suspend or terminate Business' participation in the Program. Business shall be responsible for the payment of any and all charges and/or fees incurred by AlexList as a result of any dishonored check or credit chargeback. If Business believes any claim or dispute exists with respect to any charges or fees incurred by Business pursuant to the terms of this Agreement, Business shall notify AlexList in writing no more than 30 days following posting by AlexList to Business' account of such charge or fee. Business' failure to notify AlexList of any claim or dispute within such 30 day period will result in the waiver of any such claim or dispute by Business and such charges or fees shall become final.

Business Advertising

AlexList reserves the right to modify any elements of the Business' advertising, including placement, size, format, text or any other elements and to move the listing within the directory listing categories on the Site. AlexList may distribute Business' advertising through AlexList's third party distribution partners. AlexList reserves the right to include an image, from AlexList's proprietary image gallery, into Business' advertising. Business also grants AlexList a right and license to copy, display and modify (solely for formatting purposes) Business' logo and/or trademark for inclusion on Business' advertising on the Site.

Your Participation in the Program is at Your Own Risk

You are solely responsible for, and shall exercise caution, discretion, common sense, and judgment in participating in the Program. If you ever believe that a calling customer or another subscribing advertiser has violated the law or is defrauding, threatening, or endangering anyone, AlexList urges you immediately to contact the police directly for help. If you meet with calling customers or subscribing advertisers in person, you do so entirely at your own risk. AlexList does not provide any advice, information and other products or services, nor verify, guarantee or make any representations regarding the identity or qualifications of any subscribing advertiser. AlexList does not monitor any information exchanged, and, as a result, does not control, nor is responsible for the truth, accuracy, completeness, safety, timeliness, quality, appropriateness, legality or applicability of anything said or written by subscribing advertisers or calling customers. Subscribing advertisers who participate in the Program do so entirely at their own risk, and AlexList bears no responsibility in this regard. AlexList does not monitor telephone conversations made to subscribing advertisers. However, AlexList reserves the right to contact subscribing advertisers, in order to evaluate compliance with the rules and policies set forth in these Terms.

If you have a dispute with another subscribing advertiser or a calling customer, or suffer any harm arising out of or connected with the Program, you hereby waive all claims against and release AlexList (and its parent company, subsidiaries, employees, officers, directors, shareholders, suppliers, and agents) from any and all liability for claims, demands, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Program or with regard to such disputes.

Notice of Changes

AlexList reserves the right to modify these Terms or discontinue the Program at any time without notice. All modified terms and conditions shall be effective ten (10) days after they are initially posted on the AlexList website. If any modification is not acceptable to you, your only recourse is to terminate this Agreement. By continuing to participate in the Program following any posting of new Terms on the Site, Business accepts and agrees to be bound by the new Terms.

Termination

Either party may terminate this agreement at any time, for any reason, by providing the other party with prior written notice, which may include notice by email. AlexList reserves the right, in its sole and absolute discretion, to reject or remove any Advertiser it deems unsuitable for the Program.

Representations and Warranties

Business represents and warrants to AlexList that:

* Business owns all artwork, text, trademarks, business names and/or other materials that it gives to AlexList;

* Business will not violate any laws or regulations or any agreements which Business has with a third party;

* Business has the right and authority to enter into this Agreement and perform the obligations herein;

* Business will not use the Program for any purpose that is unlawful, harmful, fraudulent or contrary to (a) laws in any state or country where Business' pay per phone call advertisements are created, displayed or accessed, (b) these Terms or (c) other policies of AlexList;

* Business shall not use the Program in any manner that harasses another subscribing advertiser or calling customer or could interfere with any other party's use or enjoyment of the Program or our advertising network;

* Business shall respect the privacy of others and not use the Program for unwelcome, rude or abusive communications;

* Business shall provide true, accurate and complete registration information and shall maintain as current and promptly update Business' personal contact information that Business provides to AlexList, as applicable. Business shall not use false identities or impersonate any other person or use a name that Business is not authorized to use;

* Business shall not include any obscene, pornographic, profane, offensive, tasteless, defamatory, racially, ethnically or religiously offensive or hateful language in its pay per phone call advertisements or create pay per phone call advertisements which contain adult oriented material, and Business' participation in the Program shall not include any defamatory, slanderous or libelous matter;

* Business authorizes AlexList to redirect a call made by a calling customer, from Business' AlexList-designated toll-free number to a telephone number specified by Business in the registration process. The telephone number specified must be a telephone number within the Canada;

* Business shall not use the Program (a) to promote violence or actions that are threatening in any way to any third party; (b) to promote illegal or harmful activities or substances; (c) to promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) that result in, or intend to, defraud consumers; (e) that violate or infringe upon the rights of any third party, including but not limited to intellectual property rights, publicity rights, or privacy rights; or (f) to promote any kind of gambling activities or the placement of bets; or (g) that promote goods or services that have resulted in or are intended to cause any type of physical or mental harm to any third party or the property of any third party;

* Business grants AlexList all rights to copy, distribute and display (collectively, "Use") your pay per phone call advertisements and represents and warrants that such Use will not violate or encourage violation of these Terms or any applicable laws in any state or country where your pay per phone call advertisement is displayed;

* Business' pay per phone call advertisements will not contain links to any website of Business or websites of any third parties including without, limitation, any of your affiliates or business partners without AlexList' prior approval;

* it shall not encourage or instruct any other individual to do any of the foregoing or to violate any of these Terms and AlexList policies;

* the Program services may be provided to Business by AlexList or its affiliates or its third party business partners and that Business' pay per phone call advertisements may be included on the websites and advertising networks of such affiliates or third party business partners, in addition to, or instead of, those websites and advertising networks of AlexList; and

* there is no guarantee that Business' pay per phone call advertisements will be included on the website or advertising network of an AlexList third party business partner and AlexList and its business partners bear no liability relating to such exclusion. AlexList reserves the right, in its sole and absolute discretion, to reject or remove any pay per phone call advertisement it deems unsuitable for the Program.

Privacy Policy

You agree that AlexList may use information provided by Business as described in the AlexList Privacy Statement at http://www.AlexList.org/privacy.php which is hereby incorporated into this Agreement by reference.

Indemnification

Business agrees to indemnify, defend and hold harmless AlexList and its affiliates, and each of their officers, shareholders, directors, employees and agents (collectively, the "AlexList Indemnified Parties"), from and against any and all third party claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, fines, judgments, settlements, charges, expenses (including attorneys' and accountants' fees and disbursements) and costs ("Claims") incurred by, borne by or asserted against any of the AlexList Indemnified Parties to the extent such Claims relate to, arise out of or result from: (i) Business' acts or omissions pursuant to this Agreement or (ii) a breach of the Business' representations, warranties or covenants by Business.

Modifications to Program

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR NOTICE TO YOU OF A CHANGE NOTICE OR NEW AGREEMENT WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

No Warranty; Limitation of Liability

We make no express or implied warranties or representations with respect to the Program or any services provided through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. The site, including the Program, is available on an "as-is" basis. In no event shall we, our parent company, shareholders, affiliates, partners or their respective authorized representatives be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the greater of (a) the total fees paid or payable by you to us under these terms in the previous six (6) months prior to the claim giving rise to liability, and (b) $50. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to you.

Independent Contractors

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

Ownership

As between the parties, AlexList shall retain all ownership in the services provided under the Program including any content created or derived from the advertising network. You shall and hereby do assign to AlexList all right, title and interest in and to any materials submitted by you as part of the pay per phone call advertisement creation and all right, title and interest in and to the advertising network that you may have. You grant AlexList the right to use or reference the information contained in your pay per phone call advertisement on the services provided hereunder, in the advertising network and elsewhere to promote the services and the Program without your consent or compensation to you.

Toll Free Services

The toll-free numbers provided hereunder and an electronic recording of all telephone calls made to the toll-free numbers for purposes of quality assurance and customer service (the "AlexList Service") are provided by DNA Brand Design, Inc. Business understands that when a person makes a call (the "Caller") that the Caller will be automatically advised that each call is subject to recording and monitoring prior to the connection of the telephone call to the Business through the AlexList number (the "Recorded Call Prompt Message").

Business agrees, and acknowledges, that federal, state, and local laws may require that Business provide notice to and/or receive express consent and permission from, in writing or otherwise, all agents (including employees), independent contractors, and/or other persons who are on the receiving end of the AlexList recorded telephone calls (the "Call Receivers"). Business agrees, acknowledges, represents and warrants that it will provide and/or obtain all notices, consents, and permission relating to Call Receivers, as required by applicable state, federal, and local law.

Business agrees, and acknowledges that both AlexList and DNA Brand Design accept no responsibility for (1) the legality of recording, monitoring, storing and/or divulging telephone calls and (2) the legality of the language used in the Recorded Call Prompt Message as these services and content pertain to federal, state, and local laws. Business represents and warrants that in connection with its use of the AlexList Service, that Business has reviewed the legality of recording, monitoring, and storing, and divulging telephone calls, that Business is permitted to engage in those activities, and that Business shall use the AlexList Service in full compliance with federal, state, and local laws. Business represents and warrants that it has reviewed the proposed usage of the AlexList system with its legal counsel, and that Business has established proper procedures to protect the privacy of the Callers and the Call Receivers. In the event the Recorded Call Prompt Message requires a revision in order to comply with applicable law, then Business shall promptly advise DNA Brand Design in writing of that fact and with a copy of its attorneys' legal opinion advising the exact language that Business shall require to comply with the applicable laws.

As further consideration for provision of services under this Agreement, Business agrees to indemnify, defend and hold harmless DNA Brand Design and its affiliates, and each of their officers, shareholders, directors, employees and agents (collectively, the "DNA Brand Design Indemnified Parties"), from and against any and all third party claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, fines, judgments, settlements, charges, expenses (including attorneys' and accountants' fees and disbursements) and costs ("Claims"), incurred by, borne by or asserted against any of the DNA Brand Design Indemnified Parties to the extent such Claims relate to, arise out of or result from: (i) any intentional or willful conduct or negligence of any employee, agent or subcontractor of Business; or (ii) breach of any representation, warranty or covenant of Business contained herein.

Arbitration

Any dispute or claim arising out of or in connection with this Agreement shall be finally settled by binding arbitration in Toronto, Ontario by a panel of three arbitrators and in accordance with the then prevailing rules in Canada. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party hereto expressly consents to, and waives any future objection to, such forum and arbitration rules. Adherence to this dispute resolution process shall not limit the right of the parties hereto to obtain any provisional remedy, including without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their respective rights and interests pending arbitration. Notwithstanding the foregoing sentence, this dispute resolution procedure is intended to be the exclusive method of resolving any claims or disputes arising out of or relating to this Agreement.

Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Miscellaneous

This Agreement will be governed by the laws of the Canada and the province of Ontario, without reference to rules governing choice of laws. You shall bring any action to enforce this Agreement or the Program only in either the state or federal courts located in Toronto, Ontario. You expressly consent to the jurisdiction of said courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

Copy of Terms

You can request a copy in paper form of these Terms and any other records relating to these Terms or your participation in the Program by sending a written request to DNA Brand Design, Inc., 73 Richmond Street West, Toronto, ON M5H 1Z4. You understand and agree that these Terms and any notices given pursuant to these Terms are enforceable in electronic format.





		HOME FIND ARTICLES FEEDBACK

		home > terms of use

.		Terms and Conditions AlexList Advertising Terms and Conditions Welcome to the AlexList Pay Per Phone Call Advertising Service Terms of Use. The following are the rules ("Terms") that govern the use of the Advertising program ("the "Program") of the AlexList.org website ("Site"). If DNA Brand Design. ("AlexList") accepts your registration form, you will become a member of the Program and you expressly agree to be bound by these Terms and to follow these Terms and all applicable laws and regulations governing the Site. We urge you to carefully read the Terms, and all policies referenced below or elsewhere on our Site that relate to the Program. Enrollment To apply, please submit a complete Program application. We will evaluate your application and will notify you of whether your application is accepted. We may accept or reject your in our sole discretion. Please note that if we accept your application and your business (the "Business") is thereafter determined in our sole discretion to be unsuitable for the Program, we may terminate this Agreement without notice to you and for any reason or no reason whatsoever, and AlexList, its employees, consultants and other agents shall have no liability for such decisions. Cost Per Call Customers Once you are accepted into the Program, your Business hereby agrees to pay to AlexList a mutually agreed-upon amount which will be no less than $2 for each Program Call to the Business. Each month the Business agrees to pay for the total number of Program Calls, including any and all applicable taxes. For first-time advertisers the first five (5) Program Calls are free. A "Program Call" occurs when a user calls the AlexList-assigned toll-free number on the Business' profile page and is automatically redirected to that Business' existing phone number. Business acknowledges that its obligation hereunder is based solely on the number of Program Calls and not on Business' ability to convert such calls to sales or other user actions. The price of Program Calls is subject to change at AlexList' discretion. Payment In the event that Business has elected to pay AlexList by credit card, Business agrees that AlexList may authorize the credit card and charge the credit card for the applicable Program Calls. Business represents that all payment information provided to AlexList will be accurate and complete. In the event that AlexList is unable to charge Business' credit card or a check issued by Business is returned, AlexList may, in its sole discretion and in addition to any other remedies available to it under this Agreement and any and all applicable laws, suspend or terminate Business' participation in the Program. Business shall be responsible for the payment of any and all charges and/or fees incurred by AlexList as a result of any dishonored check or credit chargeback. If Business believes any claim or dispute exists with respect to any charges or fees incurred by Business pursuant to the terms of this Agreement, Business shall notify AlexList in writing no more than 30 days following posting by AlexList to Business' account of such charge or fee. Business' failure to notify AlexList of any claim or dispute within such 30 day period will result in the waiver of any such claim or dispute by Business and such charges or fees shall become final. Business Advertising AlexList reserves the right to modify any elements of the Business' advertising, including placement, size, format, text or any other elements and to move the listing within the directory listing categories on the Site. AlexList may distribute Business' advertising through AlexList's third party distribution partners. AlexList reserves the right to include an image, from AlexList's proprietary image gallery, into Business' advertising. Business also grants AlexList a right and license to copy, display and modify (solely for formatting purposes) Business' logo and/or trademark for inclusion on Business' advertising on the Site. Your Participation in the Program is at Your Own Risk You are solely responsible for, and shall exercise caution, discretion, common sense, and judgment in participating in the Program. If you ever believe that a calling customer or another subscribing advertiser has violated the law or is defrauding, threatening, or endangering anyone, AlexList urges you immediately to contact the police directly for help. If you meet with calling customers or subscribing advertisers in person, you do so entirely at your own risk. AlexList does not provide any advice, information and other products or services, nor verify, guarantee or make any representations regarding the identity or qualifications of any subscribing advertiser. AlexList does not monitor any information exchanged, and, as a result, does not control, nor is responsible for the truth, accuracy, completeness, safety, timeliness, quality, appropriateness, legality or applicability of anything said or written by subscribing advertisers or calling customers. Subscribing advertisers who participate in the Program do so entirely at their own risk, and AlexList bears no responsibility in this regard. AlexList does not monitor telephone conversations made to subscribing advertisers. However, AlexList reserves the right to contact subscribing advertisers, in order to evaluate compliance with the rules and policies set forth in these Terms. If you have a dispute with another subscribing advertiser or a calling customer, or suffer any harm arising out of or connected with the Program, you hereby waive all claims against and release AlexList (and its parent company, subsidiaries, employees, officers, directors, shareholders, suppliers, and agents) from any and all liability for claims, demands, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Program or with regard to such disputes. Notice of Changes AlexList reserves the right to modify these Terms or discontinue the Program at any time without notice. All modified terms and conditions shall be effective ten (10) days after they are initially posted on the AlexList website. If any modification is not acceptable to you, your only recourse is to terminate this Agreement. By continuing to participate in the Program following any posting of new Terms on the Site, Business accepts and agrees to be bound by the new Terms. Termination Either party may terminate this agreement at any time, for any reason, by providing the other party with prior written notice, which may include notice by email. AlexList reserves the right, in its sole and absolute discretion, to reject or remove any Advertiser it deems unsuitable for the Program. Representations and Warranties Business represents and warrants to AlexList that: * Business owns all artwork, text, trademarks, business names and/or other materials that it gives to AlexList; * Business will not violate any laws or regulations or any agreements which Business has with a third party; * Business has the right and authority to enter into this Agreement and perform the obligations herein; * Business will not use the Program for any purpose that is unlawful, harmful, fraudulent or contrary to (a) laws in any state or country where Business' pay per phone call advertisements are created, displayed or accessed, (b) these Terms or (c) other policies of AlexList; * Business shall not use the Program in any manner that harasses another subscribing advertiser or calling customer or could interfere with any other party's use or enjoyment of the Program or our advertising network; * Business shall respect the privacy of others and not use the Program for unwelcome, rude or abusive communications; * Business shall provide true, accurate and complete registration information and shall maintain as current and promptly update Business' personal contact information that Business provides to AlexList, as applicable. Business shall not use false identities or impersonate any other person or use a name that Business is not authorized to use; * Business shall not include any obscene, pornographic, profane, offensive, tasteless, defamatory, racially, ethnically or religiously offensive or hateful language in its pay per phone call advertisements or create pay per phone call advertisements which contain adult oriented material, and Business' participation in the Program shall not include any defamatory, slanderous or libelous matter; * Business authorizes AlexList to redirect a call made by a calling customer, from Business' AlexList-designated toll-free number to a telephone number specified by Business in the registration process. The telephone number specified must be a telephone number within the Canada; * Business shall not use the Program (a) to promote violence or actions that are threatening in any way to any third party; (b) to promote illegal or harmful activities or substances; (c) to promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) that result in, or intend to, defraud consumers; (e) that violate or infringe upon the rights of any third party, including but not limited to intellectual property rights, publicity rights, or privacy rights; or (f) to promote any kind of gambling activities or the placement of bets; or (g) that promote goods or services that have resulted in or are intended to cause any type of physical or mental harm to any third party or the property of any third party; * Business grants AlexList all rights to copy, distribute and display (collectively, "Use") your pay per phone call advertisements and represents and warrants that such Use will not violate or encourage violation of these Terms or any applicable laws in any state or country where your pay per phone call advertisement is displayed; * Business' pay per phone call advertisements will not contain links to any website of Business or websites of any third parties including without, limitation, any of your affiliates or business partners without AlexList' prior approval; * it shall not encourage or instruct any other individual to do any of the foregoing or to violate any of these Terms and AlexList policies; * the Program services may be provided to Business by AlexList or its affiliates or its third party business partners and that Business' pay per phone call advertisements may be included on the websites and advertising networks of such affiliates or third party business partners, in addition to, or instead of, those websites and advertising networks of AlexList; and * there is no guarantee that Business' pay per phone call advertisements will be included on the website or advertising network of an AlexList third party business partner and AlexList and its business partners bear no liability relating to such exclusion. AlexList reserves the right, in its sole and absolute discretion, to reject or remove any pay per phone call advertisement it deems unsuitable for the Program. Privacy Policy You agree that AlexList may use information provided by Business as described in the AlexList Privacy Statement at http://www.AlexList.org/privacy.php which is hereby incorporated into this Agreement by reference. Indemnification Business agrees to indemnify, defend and hold harmless AlexList and its affiliates, and each of their officers, shareholders, directors, employees and agents (collectively, the "AlexList Indemnified Parties"), from and against any and all third party claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, fines, judgments, settlements, charges, expenses (including attorneys' and accountants' fees and disbursements) and costs ("Claims") incurred by, borne by or asserted against any of the AlexList Indemnified Parties to the extent such Claims relate to, arise out of or result from: (i) Business' acts or omissions pursuant to this Agreement or (ii) a breach of the Business' representations, warranties or covenants by Business. Modifications to Program IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR NOTICE TO YOU OF A CHANGE NOTICE OR NEW AGREEMENT WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. No Warranty; Limitation of Liability We make no express or implied warranties or representations with respect to the Program or any services provided through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. The site, including the Program, is available on an "as-is" basis. In no event shall we, our parent company, shareholders, affiliates, partners or their respective authorized representatives be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the greater of (a) the total fees paid or payable by you to us under these terms in the previous six (6) months prior to the claim giving rise to liability, and (b) $50. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to you. Independent Contractors You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. Ownership As between the parties, AlexList shall retain all ownership in the services provided under the Program including any content created or derived from the advertising network. You shall and hereby do assign to AlexList all right, title and interest in and to any materials submitted by you as part of the pay per phone call advertisement creation and all right, title and interest in and to the advertising network that you may have. You grant AlexList the right to use or reference the information contained in your pay per phone call advertisement on the services provided hereunder, in the advertising network and elsewhere to promote the services and the Program without your consent or compensation to you. Toll Free Services The toll-free numbers provided hereunder and an electronic recording of all telephone calls made to the toll-free numbers for purposes of quality assurance and customer service (the "AlexList Service") are provided by DNA Brand Design, Inc. Business understands that when a person makes a call (the "Caller") that the Caller will be automatically advised that each call is subject to recording and monitoring prior to the connection of the telephone call to the Business through the AlexList number (the "Recorded Call Prompt Message"). Business agrees, and acknowledges, that federal, state, and local laws may require that Business provide notice to and/or receive express consent and permission from, in writing or otherwise, all agents (including employees), independent contractors, and/or other persons who are on the receiving end of the AlexList recorded telephone calls (the "Call Receivers"). Business agrees, acknowledges, represents and warrants that it will provide and/or obtain all notices, consents, and permission relating to Call Receivers, as required by applicable state, federal, and local law. Business agrees, and acknowledges that both AlexList and DNA Brand Design accept no responsibility for (1) the legality of recording, monitoring, storing and/or divulging telephone calls and (2) the legality of the language used in the Recorded Call Prompt Message as these services and content pertain to federal, state, and local laws. Business represents and warrants that in connection with its use of the AlexList Service, that Business has reviewed the legality of recording, monitoring, and storing, and divulging telephone calls, that Business is permitted to engage in those activities, and that Business shall use the AlexList Service in full compliance with federal, state, and local laws. Business represents and warrants that it has reviewed the proposed usage of the AlexList system with its legal counsel, and that Business has established proper procedures to protect the privacy of the Callers and the Call Receivers. In the event the Recorded Call Prompt Message requires a revision in order to comply with applicable law, then Business shall promptly advise DNA Brand Design in writing of that fact and with a copy of its attorneys' legal opinion advising the exact language that Business shall require to comply with the applicable laws. As further consideration for provision of services under this Agreement, Business agrees to indemnify, defend and hold harmless DNA Brand Design and its affiliates, and each of their officers, shareholders, directors, employees and agents (collectively, the "DNA Brand Design Indemnified Parties"), from and against any and all third party claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, fines, judgments, settlements, charges, expenses (including attorneys' and accountants' fees and disbursements) and costs ("Claims"), incurred by, borne by or asserted against any of the DNA Brand Design Indemnified Parties to the extent such Claims relate to, arise out of or result from: (i) any intentional or willful conduct or negligence of any employee, agent or subcontractor of Business; or (ii) breach of any representation, warranty or covenant of Business contained herein. Arbitration Any dispute or claim arising out of or in connection with this Agreement shall be finally settled by binding arbitration in Toronto, Ontario by a panel of three arbitrators and in accordance with the then prevailing rules in Canada. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party hereto expressly consents to, and waives any future objection to, such forum and arbitration rules. Adherence to this dispute resolution process shall not limit the right of the parties hereto to obtain any provisional remedy, including without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their respective rights and interests pending arbitration. Notwithstanding the foregoing sentence, this dispute resolution procedure is intended to be the exclusive method of resolving any claims or disputes arising out of or relating to this Agreement. Independent Investigation YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. Miscellaneous This Agreement will be governed by the laws of the Canada and the province of Ontario, without reference to rules governing choice of laws. You shall bring any action to enforce this Agreement or the Program only in either the state or federal courts located in Toronto, Ontario. You expressly consent to the jurisdiction of said courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. Copy of Terms You can request a copy in paper form of these Terms and any other records relating to these Terms or your participation in the Program by sending a written request to DNA Brand Design, Inc., 73 Richmond Street West, Toronto, ON M5H 1Z4. You understand and agree that these Terms and any notices given pursuant to these Terms are enforceable in electronic format.
.		Copyright © 2006 Home \| DNA Brand Design \| FAQ \| Terms of Use \| Privacy Policy \| Feedback \| I am a Doctor Useful Readings \| Sitemap