1. Term. This Agreement shall commence on the date that You create an account to use the Localeze® TrueIdentity service ("TrueIdentity") from Neustar® Localeze®, and click the "Complete Signup" button (the "Effective Date"), and shall continue for an initial term until one (1) year from the first day of the month following the Effective Date ("Initial Term"). Thereafter, this Agreement shall automatically renew for additional one (1) year terms (each a "Renewal Term" and collectively with the Initial Term, the "Term"), unless either party notifies the other in writing of its intention not to renew the Agreement at least thirty (30) days prior to the end of the then-current Term or unless otherwise previously terminated as provided for in this Agreement. You may provide notice of your intention to terminate this Agreement contacting Localeze® support at [email protected] or go to http://www.neustarlocaleze.biz/directory/support.
2. TrueIdentity Service. The TrueIdentity service is a service that: (a) captures specific information regarding a business, including where applicable physical location of the business, business telephone number, the information about the business related to products sold, services provided, and brands carried (Your "Listings"), (b) allows You to claim Listings; (c) allows You to submit Listings are optimized for best results; (d) may suppresses other listings, based on the Your submitted Listings, that may be distributed to the Distribution Network; (e) identifies each submitted Listing as a managed Listing for online search platform prioritization; (f) distributes Your Listings to online platforms including search engines, mapping and GPS, among others (the "Distribution Network"). You are responsible for insuring the correctness, accuracy and currency of Listings. Your Listings are included in the file of merchant business listings distributed monthly to the Distribution Network (the "Datafile"). You acknowledge that Neustar® Localeze® has no responsibility for or control over the Distribution Network partner(s) usage of Listings in fulfilling internet search queries or any particular placement of any information as a result of a search or query on any third party Web site. Each Listing will be active in the Datafile for a period of one (1) year from Your submission of the Listing through the TrueIdentity service. Unless this Agreement is renewed, the Listing will be removed from the Datafile after one year from submission. You agree that Neustar® Localeze® may use the information supplied by You for the purposes of providing Neustar® Localeze® services. If a material change in Neustar® Localeze's business precludes Neustar® Localeze® from distributing the Datafile to its Distribution Network then Neustar® Localeze® shall notify You in writing, and You shall have the right to terminate this Agreement with no penalty, effective from the date that Neustar® Localeze® is precluded from distributing information to the Distribution Network. You shall receive refund of any prepaid fees for TrueIdentity service, prorated to the date of such termination.
3. Fees and Payment.
A. You agree to pay the fees as detailed on the order page shown when You purchased the TrueIdentity Service.
B. You will be charged the price for all TrueIdentity Services You purchase as shown in the order page. Your credit card will be charged within five (5) business days of Your order submission. All sales are final and non-refundable. All fees are quoted in and due and payable in U.S. Dollars and do not include any duties or taxes. You shall pay all federal, state, and local sales, use, or other applicable taxes that may be imposed upon the provision of or use of the TrueIdentity service. Neustar® Localeze® shall have the right to suspend Your access to the TrueIdentity service in the event that payment is not made, until Your become current in Your payment obligations. Neustar® Localeze® may increase the Listing Fees upon any Renewal Term. You shall be charged the then-current prevailing rate for renewals of all Listings included in the Datafile upon the commencement of the next year of the Term. Notice of any such fee change will be provided to You at least sixty (60) days prior to the date of such increase.
4. Indemnification. You shall indemnify and defend Neustar® Localeze® against any damages, liability or expense attributable to any claim arising from the Your breach of this Agreement. Neustar® Localeze® shall promptly notify You of any such claim or legal proceeding and shall tender to Your control the defense and settlement, including without limitation, selection of counsel and direction of legal strategy. Neustar® Localeze® shall cooperate with You in the handling of it, provided, however, that You must receive the Neustar® Localeze's prior written consent (which consent shall not be unreasonably withheld or delayed) to any settlement that: (i) includes an admission of liability by Neustar® Localeze; (ii) requires payment of any amounts not covered by Your indemnification obligations; (iii) includes actions that affect Neustar® Localeze's rights in or to its intellectual property, or (iv) does not include a complete release for the Neustar® Localeze®.
5. Representations and Warranty. Neustar® Localeze® warrants that it shall provide the TrueIdentity service as defined in this Agreement. NEUSTAR LOCALEZE DOES NOT WARRANT THE UNINTERRUPTED OR ERROR-FREE OPERATION OF THE TRUEIDENTITY SERVICE. NEUSTAR LOCALEZE DOES NOT INDEPENDENTLY VERIFY THE COMPLETENESS, ACCURACY OR AUTHENTICITY OF THE LISTING. NEUSTAR LOCALEZE DOES NOT WARRANT THAT THE TRUEIDENTITY SERVICE WILL FULFILL ANY OF CLIENT'S PARTICULAR PURPOSES OR NEEDS. THIS AGREEMENT CONTAINS NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE.
If you claim a Listing, You represent that You own or control the business, entity, or property which is the subject of the Listing, and that You have authority to claim the subject Listing. Neustar® Localeze® retains the right to remove or suppress any Listing or suspend your access to the TrueIdentity service without refund if (i) You misappropriate any third party intellectual property in Your Listing, (ii) You are deemed to be intentionally submitting inaccurate or incomplete Listings, (iii) if You are found to claim a Listing that You do not own or control, or (iv) the business associated with you Listing promotes or sells illegal products or services..
6. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST INCOME, LOST REVENUE, LOST PROFITS, OR ANY CLAIM OR DEMAND AGAINST EITHER PARTY BY ANY THIRD PARTY, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY, REGARDLESS OF FORESEEABILITY AND EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. NEITHER PARTY'S LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL IN THE AGGREGATE EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE TRUEIDENTITY SERVICE FOR THE LAST SIX (6) MONTHS UNDER THIS AGREEMENT. EXCEPT FOR AN ACTION FOR NON-PAYMENT, NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT, MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. THE FOREGOING LIMITATIONS ON LIABILITY ARE INDEPENDENT, OF AND SHALL APPLY REGARDLESS OF, ANY FAILURE OF ESSENTIAL PURPOSE, OR ANY LIMITED OR EXCLUSIVE REMEDY OF ANY KIND.
7. Protection of Confidential Information. Each party agrees not to disclose the other party's Confidential Information and to protect its confidentiality using at least the same degree of care that party uses to protect its own Confidential Information, which shall under no circumstances be less than reasonable, including not disclosing it to a third party unless there is a "need to know," a "right to know," and a written obligation by the third party to maintain the confidentiality. "Confidential Information" shall mean any information, written or oral, that relates to either party's business, products, processes, or services that is designated as confidential or proprietary or that a reasonable party would understand to be confidential or proprietary, with the following exceptions: (a) information that was already known to the receiving party; (b) information obtained from public or published information; (c) information received from a third party not known to be employed or affiliated with the disclosing party; and (d) information which is or becomes known to the public other than through a breach of this Agreement. The terms of this Agreement, along with Neustar® Localeze® pricing, software, and technical documentation related to the TrueIdentity service, shall be deemed Confidential Information regardless of any lack of designation. The obligation to protect Confidential Information shall survive the expiration or termination of this Agreement.
8. Rights and Obligations Upon Termination. This Agreement may be terminated by either party if the other party commits a material breach under this Agreement, and said breach has not been cured to the reasonable satisfaction of the non-breaching party within thirty (30) days of the date of notice from the non-breaching party stating in detail the nature of said breach. Upon termination or expiration of this Agreement: (a) Your access to the TrueIdentity service shall cease as of the effective date of the termination, provided that any then active Listings will continue to be included in the Datafile until the end of the one year period associated with each such Listing, and Sections 3-9 of this Agreement shall continue to apply to any such Listings until the end of such period; (b) You shall cease all use of Neustar® Localeze®'s trademarks and destroy or deliver to Neustar® Localeze®, at Neustar® Localeze®'s option, any and all copies of information provided by or derived from Neustar® Localeze® in Your possession; and (c) all rights and obligations of the parties under this Agreement shall cease, except for Your payment obligations for the Term, which, in the case of Your material breach, shall become fully payable upon termination.
A. Force Majeure. Neustar® Localeze® shall not be liable for any failure to perform or delay in performance hereunder where such failure or delay is occasioned by force majeure or an act of God (including, but not limited to, fire, embargo, labor strike, terrorism), or circumstances beyond its control which shall prevent Neustar® Localeze® from providing the TrueIdentity service in the normal and usual course of its business.
B. Notices. All notices, requests, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand (and duly receipted), or sent via next-day delivery by a nationally recognized carrier with proof of delivery requested to the addresses as set forth in this Agreement or to such other person or address as any party may furnish or designate to the other in writing. Notice given by next-day delivery shall be deemed to have been given upon the first business day following the date sent to the recipient.
C. No Agency. Neustar® Localeze® provides services as an independent contractor and nothing in this Agreement shall create any other relationship such as agency, partnership, joint venture, etc., and neither party shall represent that any such relationship exists.
D. Compliance with Laws. Neustar® Localeze® and You shall comply with all applicable federal, state, county, and local laws, ordinances, regulations and codes in the performance of this Agreement.
E. Assignment. You may not assign its rights and obligations under this Agreement, without the prior written consent of Neustar® Localeze®. Any assignment of this Agreement in contravention of the foregoing shall be null and void and of no force and effect.
F. Publicity. Each party agrees to obtain the other party's prior written approval of any marketing material or other information made available to a third party that describes the other party's products or services, provided, however, that each party may make reference to the other party's corporate name and logo on its Web site and in its professional marketing materials.
G. Governing Law. This Agreement and all disputes and claims arising out of or related to this Agreement shall be governed and construed and enforced in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles. Any suit, action, or proceeding arising from or relating to this Agreement, which is commenced by either party, must be brought in either a state court situated in Fairfax County, Virginia, or in the Federal District Court for the Eastern District of Virginia (Alexandria Division). Neustar® Localeze® and You irrevocably consent to, and agree to submit to, the jurisdiction and venue of such court in any such suit, action, or proceeding.
H. Entire Agreement. This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings, whether oral or written, between the parties with respect to such subject matter; and there are no restrictions, promises, warranties, covenants or undertakings other than those expressly set forth herein. Terms set forth in any purchase order or other similar document of You shall have no bearing or effect on this Agreement. Any such document of You are for Your internal purposes only and Neustar® Localeze's receipt of any such document shall not be deemed to modify or alter this Agreement in any manner whatsoever.