Home Buyers Guide >
TERMS OF SERVICE / SERVICE AGREEMENT
This Terms of Service governs any listings and advertisements placed by you ("You", "Advertiser") in the Home Buyers Guide, published by The Direct Response Group, LLC (herein referred to as "DRG", "our" or "us"), a New York Limited Liability Company with its primary office at 445 Broad Hollow Road, Suite CL 42, Melville, NY 11747.
Service Provided. The Direct Response Group publishes the Home Buyers Guide which allows consumers to download a customized guide to assist them in the home buying process. We provide advertisers the ability to place advertisements in the guide, in the form of listings or detailed profiles, to be reviewed by those consumers.
Pricing. The pricing varies based upon the communities selected for your advertisement and the type of advertisement placed. The fee is due upon placing the order and is non-refundable. Credits will be issued for duplicate listings in the same community - we only allow one listing per person per community (multiple sales people from the same office may place their own listings). All listings are for a term of one year, measured from the date the advertisement listing is submitted. It is expressly understood that it may take several business days for listings to go live, pending editorial review, corrections, completion of incomplete information furnished by advertiser or other delay. In the event that the "go live" date is more than three business days beyond the date that the advertisement is placed, those additional days shall be added to the end of the one year period at no additional cost.
Truthful Information. You agree to place truthful information about you and your company. Your listing and/or profile may not contain references to any other real estate professional or company.
No Profanity, Hate Speech or Inflammatory Statements. Your listing and/or postings on our website may not contain profanity, hate speech, inflammatory statements, adult content, pornographic information, claims of action, flames, calls to action or any other statement deemed unprofessional by Direct Response Group in its sole discretion. Violations of this provision will result in revocation of the listing and/or website posting without refund, in addition to claims for any other damages caused by such action of advertiser.
Indemnification from third-party claims. You agree to defend, indemnify, and hold harmless DRG, its parent, subsidiaries and affiliated companies and their respective officers, directors, shareholders, agents, and employees from and against all Claims resulting from a third-Party action arising out of: (i) a claim that information provided, claims made, images/logos/photos provided or any other data furnished to DRG by you infringes or otherwise violates a copyright, trademark, trade secret, patent or other proprietary right of any person or organization; (ii) the products and services of Advertiser promoted under this Agreement; (iii) the use of Marks by DRG in accordance with the terms and conditions of this Agreement; or (iv) any other breach by Advertiser of its representations, warranties and agreements hereunder.
Limitation of Liability; No Promise of Specific Results. Under no circumstances shall DRG be liable to any party for any loss that may occur due to (a) any loss of web site traffic, (b) loss of potential or actual sales or profits, (c) access delays, access interruptions to your website, or any other interruption of business and (d) fraudulent Guide requests by third parties. There are no guarantees of specific results from your marketing efforts. DRG shall not be liable for any indirect, special, incidental, consequential, punitive or exemplary damages of any kind (including lost profits) arising from or relating in any way to this agreement or the related announcement(s) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if such party has been advised of the possibility of such damages. In no event shall DRG's maximum liability for direct damages exceed the management fees paid to DRG under this agreement for the month which is the subject of any claim. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, our liability is limited to the extent permitted by law.
Representation of Capacity. Each Party hereby represents and warrants to the other Party that: (a) it is an organization duly formed, validly existing and in good standing under the jurisdiction of its organization, and has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (b) it shall comply with all laws and regulations applicable to the performance of its obligations under this Agreement; (c) it has the full right, power and authority to enter into this Agreement and, that by entering into this Agreement, no breach of or default under any agreement or instrument to which it is a Party shall occur.
Miscellaneous.
Modifications: this Agreement may only be modified in a writing signed by both parties.
No partnership or joint venture: Nothing contained in this Agreement shall be construed as creating any partnership, joint venture, enterprise or other form relationship between the parties other than that of internet advertising agency.
Waiver: Any waiver of the provisions of this Agreement or of a Party's rights or remedies under this Agreement must be in writing and signed by the waiving Party to be effective. The waiver by a Party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Failure of either Party to require performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall.
Enforceability: In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability shall not render this Agreement unenforceable or invalid as a whole.
This document contains the entire agreement of the parties. No other agreement, statement, or promise made on or before the effective date of this agreement will be binding on the parties.
Assignment: This Agreement may not be assigned, transferred or shared by Advertiser to any other person, firm or corporation, nor shall it be applied or transferred to any website other than the website specified herein, without the express approval in writing of DRG. Such consent to assignment may be withheld by DRG in its sole discretion, for any reason or no reason whatsoever.
Force Majeure. Neither Party shall be liable for failure to perform any of its obligations under this Agreement except the obligation to pay money, during any period in which such performance is delayed by anything beyond the control of the Party such as, but not limited to: (i) war, terrorism, civil commotion and riots, fires, flood, strikes, failure of communications facilities, or work stoppage; (ii) requirements or acts of any governmental authority or Advertiser or subdivision thereof; or (iii) acts of God; provided, however, that such Party shall notify the other promptly of the delay and shall use its best efforts to resume performance as soon as reasonably possible.
Governing Law and Forum. This Agreement, the parties' rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the State of New York, as if the Agreement was a contract wholly entered into and wholly performed within the State of New York. Any action brought by Advertiser shall be brought in Suffolk County, New York.
Headings. The section and section headings used in this Agreement are for reference and convenience only and shall not enter into the interpretation hereof.
Survival. The provisions of this Agreement which by their sense and context are meant to survive expiration or sooner termination of the Agreement shall so survive
Notices. Notices under this Agreement shall be delivered by sending Party in writing either via (i) express overnight carrier, or (ii) by the United States Postal Service, addressed to the other party as set forth above. Such notices shall be deemed effective either (i) one business day after it is delivered by an express overnight carrier, charges prepaid, or (ii) three business days after such notice is delivered to the United States Postal Service, postage prepaid, by registered or certified mail, return receipt requested.
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