Directory Terms of Service
For purposes of these Terms of Service (“TOS”): (1) “You” or “Your” means the person completing the registration process for the Service and the Business, collectively; (2) the “Business” means the business which is the subject of the Business Data submitted; (3) “Business Data” means all data and information You provide to RaisingSpot.com during the registration process for the Service and that RaisingSpot.com receives from You while providing the Service, whether in the form of entered or selected data or information or a requested addition, modification, or deletion; (4) “Service” means the Raisingspot.com Directory Listing Service; (5) “Listing” means Business Data contained in RaisingSpot.com’s database whether or not such data or information is published or used; and (6) “Subscription Term” means a one month or three month period of time, depending on which subscription term You indicate during the registration process for the Service.
Description of the Service
1.1 By Your acceptance of the TOS, You are requesting that RaisingSpot.com use Business Data to create, modify, make additions, and/or delete data or information relating to a Listing. Provision of your Business Profile and use of the Service is subject to your compliance with the TOS.
Provision of the Service and Your Listing
2.1 You represent and warrant that You have the absolute and unrestricted right and authority to use, publish, reproduce, distribute, display publicly, promote, perform, resize, rearrange, modify and create derivative works from any and all Business Data in any medium and in (and as searchable text or “keywords” and otherwise in connection with) the Listing regarding which You submit Business Data in the way it is used in (or in connection with) such Listing without the consent or authorization of any other person or entity. You further represent and warrant that (a) You have the right to provide the Business Data to RaisingSpot.com in connection with the Listing regarding which it was submitted and the right and authority to grant RaisingSpot.com the additional rights, licenses and authorizations afforded by the TOS (including, without limitation, Sections 2.2, 2.3, and 2.4) without the consent or authorization of any other person or entity, and (b) the exercise of any such rights, licenses or authorizations by RaisingSpot.com, its sublicensees, or their sublicensees will not infringe on any copyright or other intellectual property right or right of publicity or privacy right of any other person or entity. You further represent and warrant that (a) the statements contained in the Business Data are truthful and not misleading, (b) the Business Data is accurate and complies with all applicable laws and regulations, and (c) You are authorized to provide the services and products contained in the Business Data, and have all necessary licenses and permits required to provide such products and services in all geographic areas covered by the media through which the Business Data may be distributed. If Your right or authority to use any Business Data (or any portion thereof) changes or any proceedings contesting that right and authority are initiated, or if You become aware of any facts or circumstances indicating that any of Your representations in these TOS are (or become) untrue, You shall provide RaisingSpot.com written notice promptly to the following address: RaisingSpot.com 5794 Morrice Rd, Perry, MI 48872. You agree that You are solely responsible for the enforcement and protection of any intellectual property of You included in the Business Data.
2.2 You grant RaisingSpot.com, its owners, and its Affiliates (defined below) the absolute, non-exclusive, perpetual, irrevocable, royalty-free, worldwide, unrestricted right, license and authority to: (i) use, store, reproduce, publish, publicly perform, display, distribute, manipulate, modify and prepare derivative works based upon any Business Data, and any changes thereto (including, without limitation, those which RaisingSpot.com or its agents may otherwise develop or use under these TOS), in whole or in part, in such manner, format, and media (including, without limitation, microfiche, CD-ROM, print and Internet-based information services owned or operated by RaisingSpot.com, or which are otherwise powered by any such information service) as RaisingSpot.com may deem appropriate and for such purposes as it may see fit (including, without limitation, to provide optimization services), subject to applicable law; and (ii) grant third parties the right, sublicense and authority to exercise all or any portion of the rights afforded RaisingSpot.com under these TOS (including without limitation, this section and Sections 2.3 and 2.4), subject to such terms and conditions as RaisingSpot.com may deem appropriate, and to grant such third parties the right and authority to grant other third parties the right, sublicense and authority to exercise all or any portion of the rights afforded RaisingSpot.com under these TOS (including without limitation, this paragraph and the two paragraphs following this paragraph), subject to the terms and conditions as such third party sublicensor and/or RaisingSpot.com may deem appropriate. RaisingSpot.com, its sublicensees, and their sublicensees may use any means of communications or transmission in their exercise of any of the rights and licenses granted above, without limitation. You further waive any and all rights of attribution relating to any Business Data.
2.3 If the Business Data contains a URL, You: (a) grant to RaisingSpot.com and its sublicensees (and their sublicensees) a royalty-free unrestricted right and license to establish links to such URL and to link users to the website residing at such URL, and to cause the link to open a new browser window and publish the website designated by such URL within such window, and (b) represent and warrant that (i) You have the right and authority to grant the foregoing right and license and that the foregoing does not infringe on any copyright or any other right of any other person, and (b) all copy and content of all pages of the web site residing at such URL complies in all respects with all applicable laws and regulations.
2.4 You grant RaisingSpot.com a royalty-free, worldwide right and license in connection with the publication of the Business Data to access, index, cache, and display (in connection with the Business Data) the website(s) residing at any URL(s) contained within the Business Data and the websites which a user can access from the website(s) residing at any URL(s) contained within the Business Data, or any portion thereof, including by any automated means such as web spiders or crawlers, including the right to create and display copies of any text, graphics, images, audio, video, and all other material included on such websites or portions thereof and the right to create and display thumbnail and full-scale copies of any images or video included on such websites.
2.5 RaisingSpot.com has the right, but not the obligation, to review Business Data and Your Listing. RaisingSpot.com reserves the right to delete or change any Business Data, in whole or in part, at any time, for any reason, without notice and without any liability whatsoever, and to decide whether, where, and how Your Listing appears on the RaisingSpot.com web site.
2.6 It is Your responsibility to keep backups of Business Data as RaisingSpot.com is not responsible for the loss of Business Data for any reason.
2.7 You understand that RaisingSpot.com does not approve or endorse any of the Business Data (including, without limitation, any submission regarding any product, brand or service offered) or any user review related to the Business Data (and You agree that You will not make any representation to the contrary). You also understand that RaisingSpot.com may publish data of any other person or entity (on the RaisingSpot.com web site or otherwise) at any time, or at any place, position, rank or location.
Agreement to TOS
3.1 By registering for the Service, you authorize RaisingSpot.com to use the Business Data in accordance with these TOS. YOUR ACCEPTANCE OF THESE TOS DOES NOT OBLIGATE RAISINGSPOT.COM TO PUBLISH OR OTHERWISE USE ANY OF THE BUSINESS DATA. YOU ACKNOWLEDGE AND AGREE THAT THE PUBLICATION OR USE OF THE BUSINESS DATA BY RAISINGSPOT.COM DOES NOT GUARANTEE ANY MEASURE OF PERFORMANCE OR SUCCESS OF YOU OR YOUR LISTING.
Ownership
4.1 Except as expressly provided in these TOS, nothing contained in these TOS will be construed so as to transfer or grant any right, title, or interest in any intellectual property right of RaisingSpot.com.
Subscription renewal, termination, and refunds
5.1 The TOS will be for a Subscription Term and will automatically renew at the end of the Subscription Term for successive periods at subscription rates applicable at the time, unless terminated by either party according to the terms of Sections 5.2 or 5.3 below. You authorize RaisingSpot.com to charge Your credit card or other payment account at the end of each Subscription Term the subscription rate applicable at the time.
5.2 Either party may immediately terminate the TOS at any time, in its sole discretion; provided, if RaisingSpot.com is the terminating party, then notice will be provided to You by email and the termination will be effective upon Your receipt of such notice. If You are the party terminating, then You must email RaisingSpot.com Customer Care and termination will be effective when Your request is completely processed. The termination request must be made at least one week before the end of the current Subscription Term or RaisingSpot.com will charge Your credit card or payment account for the next Subscription Term. You authorize RaisingSpot.com to keep and use during and after the TOS the Business Data and any information related to Your use of the Service.
5.3 Notwithstanding anything to the contrary herein, RaisingSpot.com may, but has no duty to, immediately terminate the TOS and remove a Listing if RaisingSpot.com in its sole discretion concludes that: (a) You have provided false information as part of Your registration information and/or Business Data; (b) You are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services in conjunction with a Listing; (c) You have materially violated the TOS; or (d) You are engaged in activities or sales that may damage the rights of RaisingSpot.com or others. Any termination under this section 5.3 will take effect immediately without any opportunity to cure.
5.4 You acknowledge and agree that RaisingSpot.com will not refund any credit card or payment account payments made by You for the Service.
Privacy and communications
6.1. Your registration information is subject to the RaisingSpot.com privacy policy as set forth at http://www.raisingspot.com/privacy-policy (the “Privacy Policy”). In accordance with the Privacy Policy, You agree that RaisingSpot.com may share Business Data with third-party local search services for the purpose of providing the Service.
6.2 As part of Your registering for the Service, You agree that some communications are required, such as, by way of example and not limitation, customer service messages, and updates to the Service and Business Data. You expressly consent to all such contacts, whether by live or recorded telephone message, United States mail or other mail, facsimile or e-mail, addressed in accordance with the information You provide through the Service. In order to opt-out of receiving such communications you must cancel the Service.
6.3 You acknowledge that the server space upon which the Service, Business Data, and/or Listing are hosted, and the Internet connections used in connection with submissions through the Service may be unsecure.
Indemnity
7.1 To the full extent permitted by law, You shall pay any expenses or damages incurred by RaisingSpot.com, any Affiliate (defined below), any agent of RaisingSpot.com, any party that provides fulfillment or other services to RaisingSpot.com related to the Business Data, and any Third Party Distribution Contractors (collectively, the “RaisingSpot.com Indemnified Parties”), including all of its attorney’s fees and expenses, which expenses or damages result from claims brought by other parties regarding (a) RaisingSpot.com’s (or its sublicensee’s or their sublicensees’) exercise of any rights granted (or permitted to be granted) under these TOS (including, without limitation, the submission, acceptance, rejection, publication or use of Business Data or changes thereto in accordance with these TOS), (b) the content on, or the operation of, any website(s) residing at any URL(s) contained within any Business Data (including, without limitation, any claims arising from or relating to products or services sold through such web site(s)), (c) any breach of any of Your obligations, representations, warranties or covenants under these TOS, or (d) any agreement or arrangement between You and any third party. “Affiliate” means RaisingSpot.com, any of its subsidiaries and/or any of its affiliates. You will be obligated by this paragraph even after RaisingSpot.com ceases any use of the Business Data.
Disclaimer of warranties and liabilities
8.1 THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER THE TERMS, THE PRIVACY POLICY NOR ANY DOCUMENTATION FURNISHED UNDER THEM ARE INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
Limitation of liability
9.1 RAISINGSPOT.COM (OR ANY OF THE RAISINGSPOT.COM INDEMNIFIED PARTIES), AND ITS OWNERS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS, OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF RAISINGSPOT.COM IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, RAISINGSPOT.COM’S ACCEPTANCE, REJECTION, REMOVAL, OR CANCELLATION OF A LISTING, RAISINGSPOT.COM’S PUBLICATION OF BUSINESS DATA AND/OR A LISTING, OR USERS CLICKING ON A LISTING AND ACCESSING THE LINKED WEB SITE. RAISINGSPOT.COM’S LIABILITY TO YOU WILL NOT, FOR ANY REASON, INDIVIDUALLY OR IN THE AGGREGATE, EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO RAISINGSPOT.COM UNDER THESE TOS. THE FOREGOING LIMITATIONS, EXCLUSIONS AND REMEDIES SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF A REMEDY FAILS IN ITS ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE LIMITATION OF LIABILITY MAY NOT APPLY.
General provisions
10.1 In any legal proceeding relating to the subject matter of these TOS, including an action in court and an arbitration, You agree to waive any right You may have to participate in any class, group, or representative actions and further agree to waive any right You may have to a trial by jury. All disputes between You and RaisingSpot.com and/or any of RaisingSpot.com’s owners, officers, directors, employees or Affiliates that cannot be settled by amicable agreement concerning or arising from or in connection with (i) the subject matter of these TOS, (ii) the construction, performance or breach of these TOS and any modifications thereof, (iii) any transactions between You and RaisingSpot.com, including but not limited to any Listing that RaisingSpot.com publishes or does not publish for You, and any statements that You or RaisingSpot.com make to one another in connection with such transactions, or (iv) any issues as to whether a dispute is to be arbitrated between You and RaisingSpot.com and/or any of RaisingSpot.com’s owners, officers, directors, employees or Affiliates, whether such disputes arose prior to, on or subsequent to the date you register for the Service, will be referred by the aggrieved party to binding arbitration in Ingham County, Michigan under the rules of the American Arbitration Association, and such party will give written notice of arbitration to the other. Notice to RaisingSpot.com must be mailed to RaisingSpot.com 5794 Morrice Rd, Perry, MI 48872 before expiration of the periods referenced above. You understand that You may obtain arbitration rules and fee information from the American Arbitration Association (www.adr.org). RaisingSpot.com and You acknowledge that Your use of RaisingSpot.com’s services evidences a transaction in interstate commerce and that the United States Arbitration Act and federal arbitration law will govern the interpretation, enforcement, and proceedings pursuant to this paragraph. Raisingspot.com and You also agree that the arbitrator may not award multiple or punitive damages, except as may be required by law. If the law prohibits a claim from being arbitrated, Raisingspot.com and You agree to arbitrate any related claims before proceeding in court. If the agreement between You and RaisingSpot.com, as set forth in this paragraph, to waive any rights You or RaisingSpot.com may have to participate in a class, group, or representative action is deemed unenforceable, then RaisingSpot.com and You agree that any claim seeking relief on a class, group, or representative basis will be filed and tried in a court of competent jurisdiction and will not be subject to arbitration. If it becomes necessary for one party to commence any arbitration, litigation, or collection action against the other, the prevailing party in such action will be entitled to recover all costs, including reasonable attorneys’ fees, expert witness fees and in-house counsel costs associated with the action. You must commence any arbitration or litigation against any of the RaisingSpot.com Indemnified Parties within one year after the last day of the month in which the Listing to which Your claim relates was published.
10.2 These Terms and Conditions describe the entire agreement between You and RaisingSpot.com, and supersede any other oral or written agreements, regarding the subject matter of these TOS. Any terms varying from these TOS in any communication (written, electronic or otherwise) from You are void. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these TOS. RaisingSpot.com may assign any of its rights or obligations under these TOS. You may not assign any of Your rights or delegate any of Your obligations under these TOS without prior written consent of RaisingSpot.com. These TOS will be binding on and inure to the benefit of You and Your successors. Except as otherwise set forth in these TOS, neither You nor RaisingSpot.com will lose any of its rights under these TOS even if it does not enforce a right or delays in enforcing a right. The section titles in the TOS are for convenience only and have no legal or contractual effect. If any provision of these TOS is held by a court, regulatory agency, or arbitrator of competent jurisdiction to be unenforceable, it will be deemed amended in order to achieve as closely as possible the same effect as originally drafted, and the rest of these TOS will remain in full force and effect and will not be affected. All disputes relating to these TOS will be governed by and interpreted according to the laws of the State of Michigan as applied to agreements entered into and to be performed entirely within Michigan between Michigan residents. Any causes of action connected in any way to the subject matter of this agreement will be brought exclusively in a court located in Ingham County, Michigan.
10.3 RaisingSpot.com reserves the right, in its sole discretion, to update, change, add or remove all or part of the TOS from time to time with or without notice to You. You can find the most recent version of the TOS at http://www.raisingspot.com/terms-of-service. Regardless of whether RaisingSpot.com has provided You notice, Your continued use of the Service following RaisingSpot.com’s notice or posting of changed TOS will constitute Your acceptance of such changes. It is Your responsibility to check regularly for changes to the TOS and ensure that any contact information You provide to RaisingSpot.com is updated and correct.
Acknowledgment and acceptance
11.1 The TOS are between You and RaisingSpot.com. Any person or entity acting on Your behalf shall also be bound by the TOS and You agree to be responsible for such person’s or entity’s actions.
11.2 BY REGISTERING FOR THE SERVICE, YOU (1) REPRESENT, WARRANT AND CERTIFY THAT (A) YOU HAVE READ AND UNDERSTAND THESE TOS, (B) YOU HAVE THE LEGAL CAPACITY AND ALL NECESSARY RIGHT AND AUTHORITY, TO AGREE (AND BIND YOURSELF AND THE BUSINESS) TO THESE TOS, WITHOUT THE CONSENT OR ADDITIONAL APPROVAL OF ANY OTHER PERSON OR ENTITY, (C) YOU, INDIVIDUALLY, AND THE BUSINESS (IF THE BUSINESS IS A NATURAL PERSON) ARE OVER THE AGE OF 18, AND (2) AGREE (ON BEHALF OF YOURSELF, INDIVIDUALLY, AND THE BUSINESS) THAT BOTH YOU, INDIVIDUALLY, AND THE BUSINESS, WILL THEREAFTER BE BOUND BY ALL OF THE TOS SET FORTH ABOVE TO THE SAME EXTENT AS THOUGH EVIDENCED BY YOUR ORIGINAL SIGNATURE. IF YOU DO NOT AGREE TO THESE TOS, THEN DO NOT REGISTER FOR THE SERVICE AND DO NOT USE THE RAISINGSPOT.COM WEB SITE. LIKEWISE, IF YOU DO NOT HAVE AUTHORITY TO BIND THE BUSINESS, THEN DO NOT REGISTER FOR THE SERVICE.
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