SalemDirectory.com

Listings Service Agreement Standard Terms and Conditions

This Terms of Use was last updated on June 19, 2018.

THIS IS A LEGALLY-BINDING AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY.

  1. Acknowledgement & Acceptance of Agreement
    1. This Listings Service Agreement (along with all other applicable terms and conditions, including, without limitation, the SalemDirectory.com Terms of Use, the Code of Conduct and the Editorial Guidelines, which are hereby incorporated by reference in this ‘Agreement’) is made and entered into by SalemDirectory.com, a DBA of Lewis Design, LLC with offices located at 223 Commercial St NE Salem OR 97301 (‘SalemDirectory.com’) and the business entity identified by you when registering and accepting this Agreement (the ‘Advertiser’ or ‘you’) by clicking on an ‘I Accept’ button or similar button or link or by paying for a listing on SalemDirectory.com, where such action is identified as having the effect of accepting this Agreement. You acknowledge, represent and warrant that you are authorized to enter into this Agreement on behalf of the Advertiser, that your Acceptance of this Agreement has the effect of making the Advertiser a party bound to this Agreement, and that the information submitted by you to SalemDirectory.com, via online forms or otherwise, is and will continue to be authentic and correct.
    2. Pursuant to this Agreement, Advertiser submits business Business Listing(s) and/or link(s) to, its web site(s) or video(s) for inclusion on SalemDirectory.com’s web site. The terms and conditions applicable are set forth below.
    3. Basic inclusion of a website title, description and URL (‘Business Listing’) on the SalemDirectory.com site are sold on an inclusion basis for
      1. a one time, non-refundable setup fee and an annual renewal fee. THE SETUP FEE IS IN CONSIDERATION FOR SALEMDIRECTORY.COM’S EDITORIAL REVIEW OF THE BUSINESS LISTING SUBMISSION AND IS THEREFORE NON-REFUNDABLE, EVEN IN THE EVENT THAT SALEMDIRECTORY.COM DECLINES TO INCLUDE ADVERTISER’S BUSINESS LISTING.
      2. or an annual renewal fee if the listing is pre-qualified by representatives of SalemDirectory.com.
  2. In any case of inclusion on SalemDirectory.com, its representatives may, in its sole discretion, change the setup or annual renewal fee at any time.
    1. Following submission by Advertiser of a Business Listing submission form, SalemDirectory.com will review the Business Listing entry containing the information submitted by Advertiser regarding its website, to determine whether Advertiser’s Business Listing entry and applicable web site is eligible for inclusion in SalemDirectory.com. SalemDirectory.com will review Advertiser’s Business Listing entry inclusion to determine whether it is eligible for inclusion in SalemDirectory.com and respond at their discretion.
  3. Notification of Changes
    1. com may, at any time in its sole discretion, change the terms of this Agreement. Modifications may include, without limitation, increases to the annual fees charged for the Listing Services. Whenever SalemDirectory.com changes this Agreement, it will post those changes to its Web Site and will update the ‘Last Updated’ date at the top of this Agreement. The revised terms will become effective on the date SalemDirectory.com posts such changes to its Web Site, except annual fee increases will become effective at the time your annual Agreement automatically renews. It is your obligation to check this Agreement regularly to ensure you are updated as to any changes. Without limiting the foregoing, if SalemDirectory.com determines in its sole discretion that the modification is material, it will notify you electronically via the email address associated with each account. If any modification to this Agreement is not acceptable to you, your only remedy is to notify SalemDirectory.com of your election not to renew your Agreement, as provided in Section 3 below.
  4. Term of Agreement
    1. com may, at any time in its sole discretion, with or without cause, terminate this Agreement and/or cancel any listings or links submitted under this Agreement.
    2. Auto-Renewal:In the case of an Advertiser electing to Auto-Renew its listing, Advertiser’s Business Listing subscription will be automatically renewed for successive one-year terms, unless Advertiser notifies SalemDirectory.com via email or phone. Advertiser shall deliver such notice at prior to the commencement of the next renewal term. If SalemDirectory.com is unable to process Advertiser’s credit card payment because the credit card has expired or is otherwise invalid, then SalemDirectory.com may contact Advertiser to obtain payment information and/or cancel Advertiser’s subscription and/or run the credit card with updated expiration date.
    3. The cost of the renewed Listing will be the then-current standard rate. Advertiser’s credit card will be charged the non-refundable annual fee in accordance with the terms of this Agreement.
  5. Service Fees and Payment Terms
    1. Advertiser agrees to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity. If Advertiser disputes any charge made under this Agreement, Advertiser must notify SalemDirectory.com in writing within sixty (60) days after any such charge; failure to so notify SalemDirectory.com shall result in the waiver by Advertiser of any claim relating to any such disputed charge. Charges shall be calculated solely based on records maintained by SalemDirectory.com. No other measurements or statistics of any kind shall be accepted by SalemDirectory.com or have any effect under this Agreement.
    2. Fees:Advertiser agrees to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity. If Advertiser disputes any charge made under this Agreement, Advertiser must notify SalemDirectory.com by sending a detailed notice of dispute to SalemDirectory.com via email within ten (10) days of the charge; failure to so notify SalemDirectory.com shall result in the waiver by Advertiser of any claim relating to any such disputed charge. Charges shall be calculated solely based on records maintained by SalemDirectory.com. No other measurements or statistics of any kind shall be accepted by SalemDirectory.com or have any effect under this Agreement. All payments made under this Agreement are non-refundable.
    3. Late Payments:Any charges which are past due by more than thirty (30) days shall bear the consequence of possible listing removal by SalemDirectory.com, and Advertiser shall reimburse SalemDirectory.com for any costs and fees incurred by SalemDirectory.com in an effort to collect any amount due hereunder.
    4. Disputes:If Advertiser has any questions or objections regarding charges to its credit card, it must promptly (within 30 days) notify SalemDirectory.com in writing (including electronic mail) and make a reasonable and good faith effort to resolve its objection before it disputes the charge with the credit card processing company. Such notice must identify the amount in dispute and must provide in reasonable detail the basis for disagreement with any charges. If (a) Advertiser fails to comply with these requirements BEFORE filing a dispute with the credit card processing company, or (b) advertiser files a dispute with the credit card processing company that is not in good faith, Advertiser will be in material breach of this Agreement and SalemDirectory.com will be entitled to remove the Advertiser’s listing. For purposes of this paragraph, disputing payment because of inability to pay or because of Advertiser’s failure to submit a proper notice of non-renewal by the applicable date shall not be considered to be a good faith dispute.
    5. Payment Method:Advertiser’s credit card will be charged or an invoice sent upon submission and renewal of a Listing pursuant to Section 6 below. Listing accounts are renewed on an annual basis as set forth in Section 6.
  6. Editorial Standards and Requirements
    1. Advertiser’s Listing entries are written by SalemDirectory.com, or written by Advertiser subject to SalemDirectory.com’s approval. Advertiser agrees to be bound by and follow the SalemDirectory.com editorial standards. Advertiser’s submissions to the SalemDirectory.com site will be subject to SalemDirectory.com editorial review, modification and/or removal in SalemDirectory.com’s sole discretion. SalemDirectory.com reserves the right, but not the obligation, to review Advertiser submissions.
    2. ADVERTISER REPRESENTS AND WARRANTS THAT ITS LISTINGS, LINKS AND SUBMISSIONS TO THE SALEMDIRECTORY.COM SITE DO NOT, AND WILL NOT INCLUDE CONTENT, OR LINKS TO CONTENT, WHICH MAY RESULT IN A CLAIM AGAINST, OR CIVIL OR CRIMINAL LIABILITY TO, SALEMDIRECTORY.COM OR THAT OTHERWISE VIOLATES APPLICABLE LAW OR THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTENT THAT IS FRAUDULENT, DECEPTIVE, LIBELOUS, DEFAMATORY, OBSCENE, PORNOGRAPHIC, ADULT-THEMED, INFRINGING OR THAT VIOLATES THE PRIVACY, PUBLICITY OR ANY OTHER RIGHT(S) OF A THIRD PARTY.
    3. ADVERTISER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SALEMDIRECTORY.COM AND ITS AFFILIATES AND PARTNERS, AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, SHAREHOLDERS, AGENTS, LICENSEES AND EMPLOYEES, FROM AND AGAINST ALL THIRD PARTY CLAIMS, ACTIONS, LIABILITIES, LOSSES, EXPENSES, DAMAGES, AND COSTS INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES (COLLECTIVELY, ‘LOSSES’) THAT MAY AT ANY TIME BE INCURRED AS A RESULT OF ANY THIRD PARTY CLAIMS, SUITS OR PROCEEDINGS: (A) ARISING OUT OF ANY BREACH BY ADVERTISER OF ANY DUTY, REPRESENTATION OR WARRANTY UNDER THIS AGREEMENT; OR (B) ARISING FROM THE CONTENT OR SUBJECT MATTER OF ANY ADVERTISER LISTING, LINK, SUBMISSION OR CONTENT OF SITES TO WHICH VISITORS CAN LINK THROUGH ADVERTISER’S LINKS OR LISTINGS. SALEMDIRECTORY.COM RETAINS COMPLETE EDITORIAL DISCRETION WITH RESPECT TO ALL LISTINGS AND LINKS, INCLUDING, WITHOUT LIMITATION, REGARDING THE SELECTION, PLACEMENT, KEYWORDS, TITLE, DESCRIPTIONS AND MULTILINKS.
  7. Security
    1. com endeavors to protect the security of Advertiser’s payment information during transmission by using Secure Sockets Layer (‘SSL’) when receiving payment information through the SalemDirectory.com website. It is important for Advertiser to protect against unauthorized access to any SalemDirectory.com account passwords and its computer(s). You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and Advertiser agrees to accept full responsibility for all activities conducted using Advertiser’s account on SalemDirectory.com.
  8. Registration Information
    1. In connection with the Listing program, Advertiser is may be required to submit registration information. SalemDirectory.com may use such information to contact Advertiser regarding its listings and links. SalemDirectory.com may disclose such information to its third party vendors and service providers in connection with conducting its business and providing and maintaining its site, and, in addition, in the good faith belief that such disclosure is reasonably necessary to (a) comply with the law or legal process; (b) enforce this Agreement; or (c) protect the rights or interests of SalemDirectory.com, its affiliates or related parties. Notwithstanding anything to the contrary herein, SalemDirectory.com may transfer, sell or assign such information to third parties as a result of a merger, consolidation or combination of SalemDirectory.com with another entity.
  9. License
    1. Advertiser hereby grants to SalemDirectory.com a worldwide, limited, non-exclusive, non-transferable, royalty-free license to: (i) reproduce, distribute, transmit, display, perform, download, cache, store on its servers, and otherwise use Advertiser’s listings and submissions, and any portion thereof, including, without limitation, the trademarks, trade names, service marks and logos set forth therein, or as otherwise specified in writing by Advertiser (collectively the ‘Advertiser Marks’), for purposes of providing the services covered by this Agreement; and (ii) incorporate in SalemDirectory.com’s site links provided by Advertiser as part of its listings and submissions.
  10. Warranty Disclaimer
    1. NEITHER SALEMDIRECTORY.COM NOR ITS SUPPLIERS OR VENDORS MAKE ANY WARRANTIES (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE. SALEMDIRECTORY.COM’S OBLIGATIONS UNDER THIS AGREEMENT ARE SUBJECT TO DELAYS CAUSED BY WAR, TERRORISM, ACT OF GOD, EMBARGOES, OR ANY OTHER CIRCUMSTANCES BEYOND SALEMDIRECTORY.COM’S REASONABLE CONTROL. ADVERTISER ACKNOWLEDGES THAT SALEMDIRECTORY.COM’S SITE IS OPERATED ON AN ‘AS IS’, ‘AS AVAILABLE’ BASIS, AND THAT NEITHER SALEMDIRECTORY.COM NOR ITS SUPPLIERS OR VENDORS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING THE PLACEMENT OF LISTINGS OR LINKS OR THE PERFORMANCE OR SECURITY OF ITS WEB SITE OR SERVICES.
  11. Limitation of Liability
    1. IN NO EVENT SHALL SALEMDIRECTORY.COM OR ANY OF ITS SUPPLIERS, VENDORS OR AFFILIATES BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND REGARDLESS OF THE CAUSE OF ACTION UPON WHICH ANY SUCH CLAIM IS BASED. IN NO EVENT SHALL SALEMDIRECTORY.COM’S LIABILITY FOR ANY REASON WHATSOEVER EXCEED THE FEES PAID TO SALEMDIRECTORY.COM BY ADVERTISER UNDER THIS AGREEMENT DURING THE SIX MONTH PERIOD PRIOR TO THE TIME THE APPLICABLE CLAIM ACCRUED.
  12. Privacy
    1. com’s Privacy Policy is available at https://SalemDirectory.com/privacy-policy.
  13. Reservation of Rights
    1. Advertiser agrees that SalemDirectory.com retains all right, title and interest in and to SalemDirectory.com’s technology, services and other intellectual property rights. Advertiser agrees that it will not reproduce, distribute, alter, modify, copy, edit, format, create derivative works of or otherwise use any materials, content or technology provided by SalemDirectory.com, except as explicitly provided herein or approved in advance in writing by SalemDirectory.com.
  14. Miscellaneous
    1. com reserves the right, in its sole discretion, to (i) remove Advertiser’s Listing and/or cancel Advertiser’s account for any reason or no reason; (ii) change the fees for Listing; (iii) change the procedures or rules for obtaining or maintaining a Listing; (iv) alter the content or other aspect of any Listing; and (v) discontinue Listing and/or the SalemDirectory.com Directory or website. Payment of Advertiser’s fee will not guarantee that Advertiser’s listing(s), link(s) and/or account will remain on the SalemDirectory.com Directory or website if Advertiser or Advertiser’s listing is deemed to be in violation of any term or condition of this Agreement. Upon any termination or expiration of this Agreement, Advertiser shall promptly pay SalemDirectory.com all moneys due hereunder.
    2. Receipt times of all submissions, notices and other correspondences and transactions via the SalemDirectory.com site are measured based on receipt by SalemDirectory.com’s servers. This Agreement: (a) shall be governed by and construed in accordance with, the laws of the State of Oregon, without giving effect to principles of conflicts of law; (b) constitutes the complete and entire expression of the agreement between the parties with respect to the subject matter hereof; and (c) shall supersede any and all other agreements, whether written or oral, between the parties, including, without limitation, any print, online and electronic promotional materials. All waivers hereunder by SalemDirectory.com must be expressly made in writing. Should any provision of this contract be held to be void, invalid, or inoperative, such provision shall be modified to reflect the fullest enforceable intent of the parties, or if such modification is not possible, severed, and the remaining provisions of this contract shall not be affected and shall continue in full force and effect. Exclusive venue for all disputes arising out of or related to this Agreement shall be the state and federal courts located in Marion County, Oregon, and each party hereby irrevocably consents thereto. Any rights or obligations hereunder may not be transferred or assigned by Advertiser without the prior written consent of SalemDirectory.com. SalemDirectory.com may freely assign and delegate the Agreement and any of its rights and obligations hereunder.