The ClearLocal Inc. Advertising Service (the "Service") is provided to you ("you" or "User") under the terms and conditions of this Advertising Service Agreement (the "Agreement"), which may be updated by ClearLocalInc.com from time to time without notice to you.
BY PURCHASING A LISTING ON THE SERVICE, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, THAT YOU WILL PROVIDE TRUE, ACCURATE, CURRENT, AND COMPLETE INFORMATION IN YOUR REGISTRATION FOR THE SERVICE, AND THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT.
Description of the Service
a. ClearLocal Inc. Advertising Service is a fee-based service provided by ClearLocal.com to serve the needs of businesses. Business owners who sign up for the Service can receive placement on one of the websites operated by ClearLocal.com.
b. As an example of how the service works, ClearLocal.com owns the domain and operates a website at http://www.clearlocal.com. Your information will be placed on a website similar to this (the "Website") so that it looks like the website is owned and operated by you.
c. ClearLocal.com will perform Search Engine Optimization on the Website so that your information appears in as many places as possible on the Internet, including Google Local, Yahoo Local, Microsoft Live Local, Google Organic, Yahoo Organic, Microsoft Live Organic, and many more. When multiple businesses are being listed on the same page, we will work hard to have yours listed as close as possible to the top.
d. All listings submitted to the Service must meet the following minimum criteria:
- The listing must be for a business based in the United States.
- The listing must be in the English language with the official business name visible to any visitor to that site.
- The listing must not contain any content, products, services, or other information that in ClearLocal.com's sole determination may be sexually suggestive or illegal to sell under any applicable law, statute, ordinance, or regulation, that may infringe or violate anyone's rights, or that ClearLocal.com believes, in its sole discretion, is inflammatory, offensive, or otherwise inconsistent with the spirit of the Service.
- These criteria are minimum requirements only, and ClearLocal.com, in its sole discretion, may consider other criteria before accepting the submission.
e. ClearLocal.com reserves the right to decide whether, where, and how a listing appears on the Website.
f. As part of your service, you may receive the temporary use of telephone numbers that are used to track the progress of your listing throughout the Internet. ClearLocal.com shall control these numbers and may replace or change the numbers without notice.
g. NOTHING IN THIS AGREEMENT OBLIGATES CLEARLOCAL.COM TO ACCEPT YOUR LISTING. CLEARLOCAL.COM RESERVES THE SOLE RIGHT AND OWNERSHIP TO THE WEBSITE, THE DOMAIN AT WHICH THE WEBSITE MAY BE FOUND, AND THE TELEPHONE NUMBERS LISTED ON THE WEBSITE. UPON TERMINATION OF THIS AGREEMENT, YOUR LISTING WILL BE REMOVED FROM THE WEBSITE AND REPLACED WITH THE LISTING OF A NEW CUSTOMER. IN ADDITION, ANY PHONE NUMBERS ON THE WEBSITE WILL BE RE-ROUTED TO THE NEW CUSTOMER.
Payment Terms
a. In order for ClearLocal.com to consider your listing, you must submit a valid credit card or provide other payment information acceptable to ClearLocal.com in its sole discretion. Unless you prepay two months, you agree that your credit card will be charged the current monthly fee specified when you ordered the Service on the date that you submit your listing and will continue to be charged the current monthly fee on that date on each subsequent month during the term of this Agreement. ClearLocal.com may change its fees upon notice to you.
b. In the event that you prepay for two months of service, we will consider the prepayment to be earned by us evenly each month we render services to you.
c. In the event that your credit card expires, you hereby give us permission to submit the credit card charge with a later expiration date.
Term and Termination
a. This Agreement shall begin on the date you agree to the Service and continue on a month to month basis thereafter at rates applicable at the time, unless notice of termination is provided in accordance with the section below.
b. Either party, in its sole and absolute discretion, may terminate this Agreement upon 30 days' prior notice in the manner described in on this page regarding notice. If you terminate this Agreement effective prior to the end of a month, your cancellation of the Service will not take effect until the end of that month and you will not receive a refund for the partial month.
c. Notwithstanding the foregoing, ClearLocal.com may, but has no duty to, immediately terminate this Agreement and remove the listing from the Service for any reason, including if you have provided false information as part of your submission, are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services, are engaged in activities or sales that may damage the rights of ClearLocal.com or others, or have otherwise breached the terms of this Agreement. Any termination under this section shall take effect immediately without any opportunity to cure. For the month in which termination of this Agreement occurs, your credit card will be charged the full amount of the then current monthly fee without any pro-ration of any kind.
d. The following sections shall survive any termination of this agreement:
Privacy and Communications
By placing a listing through the Service, you agree to receive communications essential to your use of the Service--for example, an email about a change in Service pricing. For other, non-essential communications related to the Service, including promotional messages, you will have the choice to opt-out upon receipt of the first non-essential communication. You may exercise this choice from instructions provided within the first non-essential communication. In order to learn more about the needs of its customers and to combat spam, ClearLocal.com monitors and records all communications between You and people who see your listing on the Service. You hereby consent to such monitoring and recording, specifically including the recording of calls between You and people who called you after seeing your listing on the Service.
Indemnity
You agree to indemnify, defend, and hold harmless ClearLocal.com and its parent, subsidiaries, affiliates, officers, directors, shareholders, employees, and agents, from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of or listing in the Service, the acceptance or rejection of your listing, any alleged violation of this Agreement, any alleged violation of any rights of others, or any action or failure to act by You. ClearLocal.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You, which shall not excuse your indemnity obligations.
Guarantee
ClearLocal.com guarantees that within 60 days of returning your Business Profile Form, your information will appear in a High Position on the search engines for a key phrase comprised of your targeted location and one of the phrases applicable to your business (such as "Fremont Auto Repair" or "Morgan Hill Dentist"). "High Position" means on the front page in at least one of the following: (a) Google organic, (b) Google local, (c) Yahoo organic, (d) Yahoo local, (e) Bing organic, or (f) Bing local. ClearLocal.com also guarantees that if you ever fail to maintain a High Position, ClearLocal.com will achieve a High Position for you within 60 days of dropping out of High Position. In the event we fail to meet either of these guarantees, you will not be billed again until you receive a High Position. ClearLocal.com will continue rendering services under these Terms & Conditions even while you are not being billed.
Disclaimer of Warranties and Liabilities
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 OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. CLEARLOCAL.COM AND ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS, SHALL 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 OR EXEMPLARY DAMAGES OF ANY CHARACTER, EVEN IF CLEARLOCAL.COM IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM YOUR USE OF OR INABILITY TO USE THIS SERVICE OR THE CONTINUATION OF YOUR LISTING IN THE SERVICE. CLEARLOCAL.COM'S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO CLEARLOCAL.COM UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Force Majeure
No party to this Agreement shall be liable to the other for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of nature or causes beyond its reasonable control.
Notices
Any notices or communications under the Agreement shall be by electronic mail or in other form of writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses agreed upon during initial conversations.
Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the Service and supersedes all previous proposals, both oral and written, representations, writings and all other communications between the parties.
General
The Agreement and the relationship between you and ClearLocal.com shall be governed by the laws of the state of California without regard to its conflict of law provisions. You and ClearLocal.com agree to submit to the personal and exclusive jurisdiction of the State and Federal Courts located in Oakland, California. ClearLocal.com's failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that the other provisions of the Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, to the Agreement, or to your listing must be filed within one (1) year after such claim or cause of action arose or be forever barred. Any and all press releases and other public announcements related to the inclusion of your listing in the Service, including the method and timing of such announcements, must be approved in advance by ClearLocal.com in writing. ClearLocal.com reserves the right to withhold approval of any public announcement in its sole discretion.