AHA!LOCAL
TERMS AND CONDITIONS
Posted August 3, 2010
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THESE “TERMS OF SERVICE”) CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND PARALLEL PATH CORPORATION, A COLORADO COPORATION ("PARALLEL PATH"), STATING THE TERMS THAT GOVERN YOUR USE OF AND ENROLLMENT IN THE AHA!LOCAL LOCAL ADVERTISING SERVICE (THE “SERVICE”) MORE PARTICULARLY DESCRIBED AT AHA!LOCAL.COM (THE “WEBSITE”). BY REGISTERING AND ENROLLING IN THE SERVICE THROUGH THE WEBSITE, YOU ACKNOWLEDGE THAT YOU AND ALL PERSONS OR ENTITIES ACTING ON YOUR BEHALF OR ON WHOSE BEHALF YOU ARE ACTING (COLLECTIVELY, “YOU”) HAVE READ AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT OR AGREE TO BOUND BY THESE TERMS OF SERVICE, PLEASE DISCONTINUE YOUR REGISTRATION AND DO NOT ENROLL IN THE SERVICE. NO MODIFICATIONS, ADDITIONS, OR DELETIONS TO THESE TERMS OF SERVICE SHALL BE PERMITTED UNDER ANY CIRCUMSTANCES EXCEPT AS EXPRESSLY PERMITTED HEREIN.
THESE TERMS OF SERVICE SET FORTH IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOUR ENROLLMENT IN THE SERVICE.
1. TERM, PAYMENT AND MODIFICATION: The Service is provided on a month-to-month or year-to-year basis commencing on the date that you enroll in the Service (the “Enrollment Date”). The Service will automatically be renewed on the anniversary of the Enrollment Date each month or year at the then-current monthly or annual fee, unless either you or Parallel Path provide written notice to the other of non-renewal at least thirty (30) days prior to the next renewal date. For month-to-month service, the minimum term of service shall be three (3) months. For year-to-year service, no cancellation or termination during an annual term shall be permitted.
Parallel Path reserves the right to make amendments, changes, modifications, deletions from or additions to (collectively, “Modifications”) the Service, the Website and/or these Terms of Service at any time, effective as of the date such Modifications are posted on the Website without any other actual notice to you. Such Modifications may include without limitation, changing prices and terms related to payment of fees and refunds. Any new enrollments and features added to the Service shall be subject to these Terms of Service.
2. SERVICE FEES: You hereby agree to pay the applicable monthly or annual fee in effect at the Enrollment Date as published on the Website for the Services you choose. Payment shall be made by either (i) a credit card or (ii) by requesting an invoice, at Parallel Path’s option when completing the Enrollment process.
For credit card payment, you shall enter a valid credit card number and associated payment information as directed on the Website. By entering such information, you hereby authorize Parallel Path to charge such credit card for the monthly or annual fee, to keep your credit card information on file and to charge the then-current monthly or annual fee for the Services at the commencement of each renewal term. Credit card payment is subject to the approval of the financial institution that issued the credit card and Parallel Path shall have no liability if such financial institution refuses to accept or honor such credit card charge for any reason.
For invoice payment, Parallel Path will issue an invoice to you for the monthly or annual fee at the commencement of Service and at the commencement of each renewal term. You agree to pay the invoice according to the payment terms specified on the invoice.
ACCOUNT ACCESS: Upon enrollment in the Service, a user account (“User Account”) will be created for you at the Website and/or at other web pages owned or operated by Parallel Path (the “Parallel Path Web Pages”). You will select a password and username during the enrollment process. You shall be solely responsible for maintaining the confidentiality of the password and user name, and you shall be responsible for all activities occurring on the Service pursuant to your password or user name. You shall immediately notify Parallel Path of any unauthorized use of your password or user name or any other breach of security affecting the Service. Parallel Path grants you a limited, personal, non-exclusive, non-transferable, revocable right to access your User Account during the term of the Service, subject to these Terms of Service. You grant to Parallel Path the non-exclusive and worldwide right to use, copy, store, transmit and display the information and content you upload and input in your User Account for the sole purpose of providing the Service. You agree that you will not use your User Account, the Website, any other Parallel Path Web Pages, or any content therein for any purpose other than management of your User Account and that you will not disseminate or distribute any information obtained from the Website or Parallel Path Web Pages. You agree that you will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access your User Account or to monitor or copy the Website or any Parallel Path Web Pages or the content contained therein except those automated means expressly made available by Parallel Path.
3. SERVICE ACCESS; LATENCY: Access to the Service or the Website may be limited or information delayed as a result of problems inherent in the use of the Internet, data networks and electronic communication irregularities, including latency, or as a result of regularly scheduled or emergency maintenance. Parallel Path is not responsible and shall not be liable for any delays, delivery failures or other damage resulting from such problems or maintenance, errors in content, omissions, consequences, damages, costs, refunds or rebates of any kind arising from any delay or interruption of service or other unavailability of the Service, the Website, the Internet or any other web site for any reason whatsoever.
4. INTELLECTUAL PROPERTY: The copyright to all materials and content of the Service and the Website, including without limitation, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software (and the compilation of such content) is owned or licensed by Parallel Path and may not be used by you except as set forth in these Terms of Service. You may not use, alter, modify, distribute, transmit or re-post the material and content of this Service for public or commercial purposes without the prior written consent of Parallel Path.
All logos, trademarks, service marks and trade dress related to the Service, the Website or Parallel Path are the property of Parallel Path. You may not copy, use or display in any manner such trademarks and service marks without the prior written consent of Parallel Path. Any trademarks not owned by Parallel Path that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Parallel Path.
5. OTHER WEB SITES: Parallel Path is not responsible for the maintenance of any web site(s) other than the Website, including without limitation your landing page(s) or redirect web site(s), and is not responsible for any aspect of your business, including without limitation order entry, payment processing, shipping, cancellations, returns, customer service or any other matters in connection with your business except as expressly set forth in the description of the Service on the Website. You agree that you are solely responsible for the development, maintenance and operation of your own web site(s) and for all content and other materials that appear on, and all visitors to, your web site(s). You agree that your web site shall not contain any Parallel Path owned or licensed content, including but not limited to, any Parallel Path search listings, except pursuant to a separate signed affiliate agreement with Parallel Path. You agree that if your business involves adult materials, alcohol or tobacco products, or other products and/or services subject to regulation, you will comply with all federal, state and local laws, regulations and rules regarding such products and/or services.
6. PRIVACY POLICY: Parallel Path respects your privacy. Parallel Path intends to use and retain the personal information that you provide to Parallel Path through the Service or the Website only to process your enrollment in the Service, to provide the Service, and to send you other information about Parallel Path, the Service and its other products or services and will not be used for any other purpose, unless Parallel Path explicitly states otherwise at the time such personal information is obtained. Parallel Path will not sell or knowingly disclose your personal information to any third party except in connection with processing your payment of fees or in connection with the sale, assignment or other transfer of a portion or all of its business, assets or equity to a third party; provided, however, Parallel Path may compile or derive statistical information from your personal information to be aggregated with the statistical information compiled or derived from other visitors to the Website or users of the Service. However, such statistical information will be anonymous and cannot be traced to you. Parallel Path uses aggregated statistical information to better serve the Website’s guests and users of the Service and improve the manner in which the business of Parallel Path is conducted.
Notwithstanding the foregoing, Parallel Path cannot promise that your personal information will never be disclosed. For example, Parallel Path may be compelled or determine it is necessary or appropriate to disclose your personal information to the government or third parties in connection with law enforcement actions and legal disputes involving fraud, misappropriation of intellectual property, infringement of intellectual property rights or other conduct that may expose us to liability. In addition, although Parallel Path has adopted industry standard practices to safeguard your personal information, there is no such thing as perfect security regarding information transmitted by way of the Internet. Unauthorized third parties may unlawfully intercept or access transmissions containing your personal information. Therefore, Parallel Path does not promise, and you should not expect, that your personal information will remain private under all circumstances.
The Website may use "cookies" on certain pages to optimize your experience. These "cookies" reside on the hard drive of your computer. These “cookies” transmit no information about you or your computer to us. You may be able alter your internet browser to reject “cookies”, although doing so may affect your ability to consummate certain transactions on the Website.
Other web sites have their own privacy policies and data collection, use and disclosure practices. Please consult each web site’s privacy policy. Parallel Path is not responsible for the policies or practices of third parties. Please be aware that the Website may contain links to other web sites that are owned and operated by third parties. The information practices of such web sites are not covered by these Terms of Service.
7. REPRESENTATIONS AND WARRANTIES: You represent and warrant to Parallel Path that:
A. You are authorized to enroll in the Service and these Terms of Service constitute a valid and binding agreement enforceable against you in accordance with their terms.
B. Any content, information or data that you provide, input or upload to your User Account or to Parallel Path will be true, accurate, current and complete, and will be maintained and promptly updated so as to remain true, accurate, current, and complete. Parallel Path reserves the right to reject any content you may provide.
C. You understand that local search engine and directory results will be based on keywords, categories, and descriptions that you provide, and that you are responsible, and Parallel Path is not responsible, for landing page(s) or redirect website(s) which link to your listings and advertisements.
D. Any content you provide, including keywords and advertisements, does not violate any applicable law or regulation; does not infringe in any manner any third party rights, including, without limitation copyright, patent, trademark, trade secret or other intellectual property right or right of privacy or publicity; is not false or misleading; has not and will not result in any consumer fraud, product liability, breach of contract, injury, damage or harm of any kind to any person or entity; is not defamatory, libelous, slanderous, or threatening; is free of viruses; does not contain, promote or offer any form of spyware, adware or other advertising or information collection software and does not contain, link to or promote violence, hate crimes (whether racial or otherwise), illegal activities, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
8. INDEMNIFICATION: You agree to indemnify and hold Parallel Path and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim, demand, judgment or damages, including reasonable attorneys' fees, made by any third party due to or arising out of any content, information or data you submit, post, transmit, modify, upload or otherwise make available to Parallel Path (including without limitations keywords), your use of the Service, your violation of these Terms of Service, your web site(s) and other business activities, or your violation of any rights of any third party. Parallel Path will notify you of any claim, action or demand for which indemnity is required in the reasonable opinion of Parallel Path and will cooperate reasonably with you at your expense. If requested by Parallel Path, you will advance to Parallel Path amounts in satisfaction of such claim or demand, which Parallel Path may hold in escrow pending resolution of such claim or demand. The law firm you choose will be subject to Parallel Path's approval, which will not be unreasonably withheld. You may not settle any lawsuit or matter indemnifiable hereunder without the prior written consent of Parallel Path. Parallel Path will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. Without limiting any rights and remedies hereunder or under applicable law, Parallel Path shall have the right to set off your liability to Parallel Path with respect to a claim or demand against any amounts held on your behalf by Parallel Path.
9. DISCLAIMER OF WARRANTIES: PARALLEL PATH MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER RELATING TO THE RESULTS OF THE SERVICES OR THE WEBSITE, AND YOUR USE OF THE SERVICES AND THE WEBSITE ARE AT YOUR SOLE RISK. THE SERVICES AND WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PARALLEL PATH AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PARALLEL PATH AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY (i) THAT THE SERVICE OR WEBSITE WILL MEET YOUR REQUIREMENTS; (ii) THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE OR THE WEBSITE, INCLUDING ANY USAGE STATISTICS, WILL BE ACCURATE OR RELIABLE OR WILL MEET YOUR EXPECTATIONS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE OR WEBSITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PARALLEL PATH OR THROUGH OR FROM THE SERVICE OR THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
10. LIMITATION OF LIABILITY: YOU EXPRESSLY UNDERSTAND AND AGREE THAT PARALLEL PATH, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS ARE NOT RESPONSIBLE FOR AND SHALL NOT BE LIABLE FOR (a) THE ACTIVITIES OF THIRD PARTIES WHOM YOU MAY COME INTO CONTACT WITH AS A RESULT OF THE SERVICE; OR (b) ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PARALLEL PATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iv) ANY OTHER MATTER RELATING TO THE SERVICE.
IN THE EVENT OF ANY DEFAULT ON THE PART OF PARALLEL PATH, PARALLEL PATH’S SOLE AND EXCLUSIVE MAXIMUM LIABILITY SHALL NOT IN ANY EVENT EXCEED THE ANNUAL FEE PAID AND COLLECTED IN THE PREVIOUS 12 MONTH PERIOD.
WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT PARALLEL PATH SHALL NOT BE LIABLE IF IT IS UNABLE TO PERFORM ANY OF ITS OBLIGATIONS DUE DIRECTLY OR INDIRECTLY TO ANY CONDITION BEYOND ITS REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO GOVERNMENTAL ACTION, FIRE, FLOOD, EARTHQUAKE, ACT OF GOD, POWER FAILURE, RIOT, EXPLOSION, TERRORISM, LABOR OR MATERIAL SHORTAGE, CARRIER INTERRUPTION OF ANY KIND OR WORK SLOWDOWN.
11. EXCLUSIONS: SOME JURISDICTIONS MAY NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; THUS, SOME OF THE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS OF SERVICE MAY NOT APPLY TO YOU.
12. ADDITIONAL SERVICES: In the event you engage Parallel Path to provide any services in addition to the Service, which may include, without limitation, adding tracking codes or making certain other changes to your web site, you acknowledge that any such additional Services provided by Parallel Path shall also be subject to the Limitations of Liability in these Terms of Service.
13. MISCELLANEOUS:
These Terms of Service shall be governed by and construed in accordance with the laws of Colorado, including all matters of construction, validity and performance. The parties agree that any action or proceeding commenced under or with respect to these Terms of Service, the Service or the Website shall be brought within one (1) year of the event(s) giving rise to such action or proceeding and shall be brought only in the county or district courts of Boulder County, Colorado or the federal district court for the district of Denver, Colorado, and the parties irrevocably consent to the jurisdiction of such courts and waive any right to alter or change venue, including by removal. Each party hereto hereby waives its respective rights to trial by jury of any suit, claim, cause of action or other action to enforce any term or condition of these Terms of Service or otherwise arising out of or related to the Service. In the event you or Parallel Path institute any legal action to enforce or construe any of these Terms of Service or otherwise arising out of the Service (including in any arbitration or mediation), the non-prevailing party shall pay to the prevailing party the reasonable costs and expenses (including legal fees) incurred by such prevailing party in connection therewith.
There shall be no third party beneficiaries of these Terms of Service or of your use of the Service or the Website.
In the event any provision of these Terms of Service shall be prohibited or unenforceable in any jurisdiction, such provision shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law, or if for any reason it is not deemed so modified, it shall be ineffective only to the extent of such prohibition or unenforceability without affecting the remaining provisions hereof, and any such prohibition or unenforceability shall not invalidate or render unenforceable such provision in any other jurisdiction.
You agree that your access, use or browsing of this Service constitutes an electronic signature as defined by the Electronic Signatures in Global and National Commerce Act ("E-Sign") and the Uniform Electronic Transactions Act ("UETA") and that you have validly entered into and accepted the terms of and otherwise authenticated your agreement with these Terms of Service and acknowledged and agreed that such agreement is an electronic record for purposes of E-Sign, UETA and the Uniform Computer Information Transactions Act and as such is completely valid, has legal effect, is enforceable, and is binding against you and is irrevocable and irrefutable by you.
14. HOW TO CONTACT US: If you have any comments or questions, please do not hesitate to email us at letsdobiz@ahalocal.com.