NOYELLOWPAGES.COM

1.         General Provisions

FILN shall maintain the internet website www.FINDitLOCALNow.com during the contractual period and host the subscriber’s created FILN Business Webpage and any additional purchased options as part of the Service.  FILN retains the right to monitor your Business Webpage and has sole discretion as to the content of your Business Webpage and may require changes to be made to meet the standards of FILN.  Your failure to comply with such requests may result in the termination of your Service.  You assume full responsibility for any and all content on your webpage, including any linked objects.  You warrant that you own or have the rights to publish the content found on your Business Webpage and agree to hold FILN harmless and to assume full responsibility for any copyrighted material found on your Business Webpage. 

 2.         FILN's Proprietary Rights and Permitted Use

This Service is the sole and exclusive property of FILN.  You agree not to copy, sell or reproduce for any commercial purpose any portion of the Service, use of the Service, or access to the Service unless prior authorization is granted by FILN.  Use of the Service in any manner that is not expressly permitted by this Agreement or otherwise by FILN is prohibited.

So long as you agree and comply with the terms of this Agreement, you are authorized to view and use the Service. You agree that you will not remove or modify any acknowledgments, credits or legal notices contained on the Service. You agree that, as between FILN and you, all right, title, and interest in and to the Service, including without limitation any patent rights, patents, business methods, copyrights, trademarks, trade secrets, inventions, know how, and all other intellectual property rights associated with the Service are owned exclusively by FILN.

 3.         Indemnity

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD FILN, ITS OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY LOSS, LIABILITY, CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SERVICE OR YOUR VIOLATION OF THIS AGREEMENT, ANY APPLICABLE LAWS, OR THE RIGHTS OF ANY THIRD PARTY.

4.         Account Password and Security

In order to access your account, you will sign-in using the Email and Password you created when you initially set up your account.  This Password will not be distributed by FILN to any third party for any purposes.  You are responsible for maintaining the confidentiality of your password, and are fully responsible for all uses of your password, whether by you or others. You may give the Password to any individual you choose but in so doing you accept all risks that the recipient will have access to your account and may manipulate your account in ways disadvantageous to you.  You may change your Password at any time by signing in and changing it yourself in the Control Panel under Edit Your Account.  You agree to log out of your account at the end of each session and immediately to notify FILN of any unauthorized use of your Password or account or any other breach of security. FILN is not liable for any loss or damage arising from your failure to protect the secrecy of your Password.

 5.         Links to Other Websites and Search Results

The Service may contain links to websites operated by other parties. FILN provides these links to other websites as a convenience, and your use of these sites is at your own risk. The linked sites are not under the control of FILN and FILN is not responsible for the content available on these third party sites. The presence of these links does not imply FILN's endorsement of information or material on any other site and FILN disclaims all liability for the content of such sites.

 6.         Your Links to the Service

By using this Service, you grant to FILN the right to link your website to the Service.  By accepting the Service , you must comply with the following linking policy: (i) the appearance, position and other aspects of the link may not be so constructed as to damage or dilute the reputation of FILN; (ii) the appearance, position and other attributes of the link may not create the false appearance that you or your organization is sponsored by, affiliated with, or associated with FILN; and (iii) FILN reserves the right to revoke its consent to the link at any time and in its sole discretion.

 7.         Trademarks

The FINDitLOCALNow.com name and logo are trademarks/service marks of FILN.  Unauthorized use of any FILN trademark, service mark or logo may be a violation of federal and state trademark laws. All third party trademarks are the property of their respective owners, and cannot be used without permission.

 8.         Modifications to Site

FILN reserves the right at any time to modify or discontinue, temporarily or permanently, the Service, or any features, with or without notice. You agree that FILN shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

 9.         Suspension and/or Termination Rights

FILN reserves the right, at its discretion, immediately and without notice, to suspend or terminate this Agreement, your account and your ability to access the Service based on any breach on your part, including without limitation any breach by you of this Agreement or conduct by you that FILN determines in its discretion to be inappropriate. You agree that FILN shall not be liable to you or any third party for any suspension or termination.

 10.       Notice of Claims for Copyright Infringement; Copyright Policy

If you are a copyright owner and believe that content posted on the Service by one of our users infringes upon your copyright, please submit notice, pursuant to the Digital Millennium Copyright Act (17 U.S.C. Section 512(c)) to FILN with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; (b) a description of the copyrighted work that you claim has been infringed; (c) the URL of the location containing the material that you claim is infringing; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner; and a statement by you that the above information in your notice is accurate and that you are the copyright owner.  FILN will notify the party you claim has infringed upon your copyright and will provide you will non-privileged information on how to contact that party.  This is the extent of the obligations of FILN.  FILN will not remove any alleged offending information from the Service until approved by the alleged offending party or after receipt of an appropriate order from a court or administrative agency with proper jurisdiction.  FILN does not monitor its Service for potential copyright infringements and all enforcement for copyright infringement is exclusively with you.  By using or utilizing this Service, you agree not to pursue any claims against FILN arising out of a third party's violation, or suspected violation, of your copyright.

 11.       Privacy Policy

FILN believes that your privacy and the privacy of all of our users is important.  For that reason you are invited to review our Privacy Policy.  If you do not agree with our Privacy Policy, you may not use the Service. In accordance with the Privacy Policy, you acknowledge and agree that FILN may preserve and disclose information about you, your account and transactions made through the Service if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, enforce our rights or protect the rights, property, or personal safety of FILN or the public.

 12.       Internet and Wireless Access

You acknowledge that, depending on your internet service provider and/or wireless plan, your providing company may impose fees in connection with your internet access or use of the Service, and you agree that you are solely responsible for payment of such fees.

 13.       Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON?INFRINGEMENT.  FILN MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE SERVICE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL CODE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN AND WHICH IS OBTAINED BY YOU FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS OF USE.

 14.       Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FILN DISCLAIMS ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND FURTHER DISCLAIMS ALL LOSSES, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF FILN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, FILN AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND YOUR USE OF THE SERVICE SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO FILN DURING THE THREE (3) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE

15.       Dispute Resolution and Governing Law

a)         Binding Arbitration. If you and FILN are unable to resolve any controversy or claim related to this Agreement (“Dispute”), both parties agree that, except for those Disputes expressly excluded below, each Dispute shall be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU MAY HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the provisions of the Uniform Arbitration Act of the State of Colorado, C.R.S. 13-22-201, et. seq.  Any arbitration shall be limited to a resolution of the Dispute between you and FILN.  No arbitration shall be joined with any other claim or dispute.

b)         Exceptions to Arbitration. The following Disputes are not subject to binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of FILN's intellectual property rights; (2) any claim for injunctive relief; and (3) any attempt to collect a debt.  Arbitration will take place in Mesa County, Colorado.  Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction in Mesa County, Colorado and hereby submit to the personal jurisdiction of that court.

c)         Governing Law. Except as otherwise provided for herein, this Agreement shall be governed by, and will be construed under, the laws of the State of Colorado, without regard to choice of law principles.

 16.       Force Majeure

FILN shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of FILN, including without limitation any failure to perform due to unforeseen circumstances such as acts of nature, fire, accidents, strikes, war, terrorism, governmental act, failure of common carriers (including Internet service providers and web hosting providers), or shortages of transportation facilities, fuel, energy, labor, or materials.

 17.       Miscellaneous

The failure of FILN to act with respect to any default by you or others to comply with these Terms and Conditions of Use does not waive FILN's right to act with respect to subsequent or similar defaults.  Any cause of action or claim you may have with respect to this Agreement or the Service must be commenced within six (6) months after the claim or cause of action arises or such claim or cause of action shall be barred. You may not assign or transfer your rights or obligations under this Agreement without the prior written consent of FILN and any assignment or transfer shall be null and void.