OurLocalPages.com TERMS OF USE
The OurLocalPages.com product, www.ourlocalpages.com, (the "Product") is owned
and operated by CS3 Solutions LLC (the "Company"), a Virginia Limited Liability
Company, and is provided to you ("You") under the terms and conditions of these
Terms of Service ("Terms"), which include the OurLocalPages.com Privacy Policy.
Whether you are a End User, State Director, Community Director, or
Advertiser, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE AUTHORIZED
TO SIGN FOR AND BIND THE CONTRACTING PARTY AND (ii) AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 9 AND 10 BELOW.
1. DESCRIPTION OF PRODUCT.
(a)OurLocalPages.com runs and maintains community portals that offer free access to aggregated local, data, media, and reference information that may be relevant to a specific town or area.
(b)OurLocalPages.com offers an online web service (referred to as a Spotlight Page) to businesses and organizations for an annual fee.
(c)OurLocalPages.com offers a Director Admin area which will provide tools to Independent Contractors (State and Community Directors) that can partner with OurLocalPages.com to sell and receive commission on it's products.
2. REGISTRATION. End users to not need to register for an account. Directors and Advertisers will need to register for an account to access their appropriate areas online. As part of the registration process for the Product, You agree to: (1) provide certain limited information about You as prompted to do so by the Product (such information is to be current, complete and accurate) and (2) maintain and update this information as required to keep it current, complete and accurate. The information requested on original sign-up shall be referred to as registration data ("Registration Data"). If the Company discovers that any of Your Registration Data is inaccurate, incomplete or not current, the Company may terminate Your right to access and receive the Product immediately upon notice. The Company will evaluate the registration application in good faith and will notify You in a timely manner regarding acceptance or rejection. The Company may reject a registration application if it determines in its sole discretion that the user is not an appropriate user of the Product. The Company reserves the right to refuse the Service to any user who has canceled any number of previous Service accounts. The Company need not provide a reason for its rejection. You may not become a State Director or Community Director if You are under 18 years of age. By registering for this Service You represent to the Company, that You are 18 years of age or older. For Directors, upon acceptance of this agreement and completion of the registration process you will have opened an account.
3. SERVICES
(a) Description of Service. OurLocalPages.com provides a
local portal and media engine that generates free local portals that provide
information and media, that may be aggregated from third-party sites, or user
generated.
(b) Fees and Payments. Businesses who purchase a Spotlight Page must pay in full for the year. Once payment is received, the Spotlight account login in assigned, and the business may edit the content of the page regularly. There will be no refunds for Spotlight Pages or Advertising packages.
(c) There is no fee to have a Director account, however monthly sales quotas. These quotas will be clearly stated upon signing into your Director account.
4. COMMISSIONS
Those who have a Director account will be paid a commission on every sale that takes place in their area. State Directors will receive a 25% commission on all Spotlight Pages, and Advertising packages that appear in a community within their state. Community Directors will receive 40% commission on all Spotlight Pages, and Advertising packages that appear in the online communities to which they are assigned. If a product is sold in a community that doesn't have a Community Director assigned, then the State Director will receive the 40% Community Director commission as well as the 25% State Director commission, which equals a 65% total commission per sale.
Commissions will be paid out semi-monthly. Commissions processed on the 1st of each month will be for sales made in the previous months 1st-15th period and commissions processed on the 16th of each month will be for sales made in the previous months 16th-31st period. Payments will be sent via PayPal.com. Directors must have a completed profile which includes a EIN or SSN that will be used for year end 1099s.
4. USER CONDUCT AND PROPRIETARY RIGHTS
(a) Your right to use the Product is personal to You. You may be either an individual or a corporation or business entity, but You agree not to resell the use of the Product, any downloadable plug-in or other materials or any information obtained by You without the express written consent of the Company.
(b) Conduct. You agree (1) to comply with all United States laws, rules and other regulations applicable in connection with the Product; (2) not to use the Product for illegal purposes; (3) not to interfere or disrupt networks connected to the Product; (4) not to use the Product to
infringe any third party's copyright, patent, trademark, trade secret or other
proprietary rights or rights of publicity or privacy; and (5) not to transmit
through the Product, through Feedback or otherwise, any unlawful, harassing,
libelous, abusive, threatening, harmful, vulgar, obscene or otherwise
objectionable material of any kind or nature. You will not attempt to gain
unauthorized access to other computer systems and You will not interfere with
another user's use and enjoyment of the Product.
5. PRIVACY. The Company's use of any personal information You provide to it is
set out in current OurLocalPages.com Privacy Policy.
6. MODIFICATIONS. The Company may amend these Terms at any time by (i) posting a
revised Terms of Service document on www.ourlocalpages.com, and/or (ii) sending
information regarding the Terms amendment to the email address You provide to
the Company. You are responsible for regularly reviewing the OurLocalPages.com
website to obtain timely notice of such amendments. You manifest intent to
accept these amended terms if You continue to use Your membership account after
such amended terms have been posted or information regarding such amendment has
been sent to You. Further, the Company reserves the right to modify or
discontinue the Product with or without notice to You. The Company shall not be
liable to You or any third party should The Company exercise its right to modify
or discontinue the Product.
7. PASSWORD AND SECURITY. As part of the registration process, You will use Your
email address as Your user name and You will choose Your passwords for access to
this account and to your designated computers. You agree to carefully safeguard
all of Your passwords. You are solely responsible if You do not maintain the
confidentiality of passwords and account information. Furthermore, You are
solely responsible for any and all activities that occur under Your account. You
agree to immediately notify OurLocalPages.com of any unauthorized use of Your
account or any other breach of security known to You, including if You believe
that its password or account information has been stolen or otherwise
compromised.
8. TERMINATION. The Company may immediately terminate your account and right to use the Product if (a) You breach these Terms; (b) The Company is unable to verify or authenticate any information You provide to The Company ; (c) such information is inaccurate; or (d) The Company decides, in its sole discretion, to discontinue offering the Product. The Company shall not be liable to You or any third party for termination of the Product. You may
terminate this agreement with or without cause at any time, effective
immediately upon written notice to OurLocalPages.com. Should You object to any
terms and conditions of the Terms or any subsequent modifications thereto or
become dissatisfied with the Product in any way, Your sole recourse is to
immediately: (a) discontinue use of the Product; (b) terminate your Director
Account; and (c) notify the Company of termination. Upon termination of your
Account, Your right to use the Product immediately ceases
9. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE, NOR DOES THE COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
10. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY'S LIABILITY TO YOU OR ANY THIRD PARTY IS LIMITED TO $50. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. INDEMNITY. You hereby agree, at Your expense, to indemnify, defend and hold
The Company harmless from and against any loss, cost, damages, liability or
expense arising out of or relating to (a) a third-party claim, action or
allegation of infringement based on information, data, files or other content
submitted by You; (b) any fraud or manipulation, or other breach of these Terms
by You; or (c) any third-party claim, action or allegation brought against The
Company arising out of or relating to a dispute between its users over the terms
and conditions of a contract or related to the purchase and sale of any
services.
12. GENERAL TERMS. These Terms are governed in all respects by the laws of the
State of Virginia as such laws are applied. Both parties submit to personal
jurisdiction in Virginia and further agree that any cause of action relating to
these Terms shall be brought in a court in Albemarle County, Virginia. If
any provision of this Agreement is held to be invalid or unenforceable, such
provision shall be struck and the remaining provisions shall be enforced. The
Company's failure to act with respect to a breach by You does not waive The
Company's right to act with respect to subsequent or similar breaches. You may
not assign or transfer this Agreement or any rights hereunder, and any attempt
to the contrary is void. This Agreement shall inure t the benefit of and be
binding upon each party's successors and assigns. The Company shall not be
liable for any delay or failure to perform resulting directly or indirectly from
any causes beyond The Company's reasonable control. Unless otherwise provided in
this Agreement, any notice required or permitted to be given under this
Agreement shall be delivered (i) by hand; (ii) by registered or certified mail,
postage prepaid and return receipt requested to the address provided by the
other party, or to such other address as a party may designate by written notice
in accordance with this Section 12; (iii) by overnight courier or (iv) by
electronic mail with confirming letter mailed under the conditions described in
(ii). Notice so given shall be deemed effective when received, or if not
received by reason of fault of addressee, when delivered. These Terms constitute
the complete and exclusive understanding and agreement of the parties relating
to the subject matter hereof and supersedes all prior understandings, proposals,
agreements, negotiations and discussions between the parties, whether written or
oral. You understand and agree that You are solely responsible for periodically
reviewing the Terms of Service. You must report any violations of these Terms.
To do so, send an email to info@ourlocalpages.com for assistance.