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YourCompanyListing.com Terms and Conditions EVG1279 |
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 Download the Electronic Copy of YCL Terms and Conditions [78 KB]
The following standard terms and conditions apply to all customers who order
advertising products and services from YourCompanyListing.com for the purposes
of this agreement hereinafter referred to as "YCL". For the purposes this ICA these
terms and conditions covers any agreement between yourself and
YourCompanyListing.com or any of it's affiliates, subsidiaries, divisions or
branches including but not limited to CINEX Inc., NBIE Inc. and Maysix Inc. Print a
copy and be sure to review the agreement prior to purchasing our products or
services. This general license agreement lays out all terms and conditions and as
such supersedes any previous agreement between all involved parties. This
general license agreement is entered into effect with the activation of any Priority
Advertisement Bundle AND DOES NOT REQUIRE SIGNATURES BY THE PARTIES
TO BE DEEMED ENFORCEABLE. Any and all disputes will be settled within the
seller’s prevailing jurisdiction.
Go to the Contact Us section of the Web site, if you have questions related to the terms of agreement.
1. PURCHASE OF ADVERTISEMENT - YourCompanyListing.com or its designated affiliates (collectively) agrees to sell to the client, and the client agrees to purchase, the electronic advertisement (the "Advertisement") as detailed and for the monthly fee indicated on the listing advertising purchase form (the "Invoice"). YCL will update the advertisement of the client on YourCompanyListing.com™ as indicated on the Invoice following the date of execution of this contract (or of the Additional Invoice(s) as provided for under section 2 hereunder). The client agrees to file with YCL any claim regarding the Advertisement within ten (10) days of the update, failing which he shall be deemed to have accepted the Advertisement, thereby waiving irrevocably any rights to make any claim in relation thereto. The Standard Terms and Conditions along with each Invoice or Additional Invoice(s) are separately being referred to as the "Contract".
2. ADDITIONAL PURCHASES OF ADVERTISEMENT - The terms and conditions contained herein govern all advertising sold by YCL. Additional electronic advertisements may be purchased by the client by the issuance and acceptance of one or more additional Invoices (the "Additional Invoices"), and each such additional advertisement shall be governed by these Standard Terms and Conditions as if those terms and conditions were recited at length in the Additional Invoice(s).
3. TERM OF CONTRACT - The Contract is for an initial term beginning at the date of execution hereof and ending a year following that for which the Advertisement was purchased (the "Initial Term"). After said Initial Term, the Contract is automatically renewed for additional terms ending a year from the subsequent listing (each such additional term a "Renewal Period") unless YCL or the client gives to the other a written notice of non-renewal in writing at least four (4) months before the end of the Initial Term or any Renewal Period for electronic listings. Any such Initial Term or Renewal Period, typically of twelve months, may vary in length, from time to time, in accordance with section 1 of the Contract. In the event that the term is extended, the monthly fee shall apply until the end of the revised term. In the event that the term is shortened, billing shall end upon the revised end of term. When the Contract has been invoiced at the insertion of the listing on , advertising charges shall be increased or decreased on a monthly pro rata basis. Any such charges shall be paid or be applied to future listings, as the case may be, forthwith. The parties agree that no adjustment shall be made when a term is extended or shortened by one month or less.
4. EDITORIAL RIGHTS - YCL is under no obligation to put the Advertisement online and may, at any time, choose not put online or remove from its e-directories, the Advertisement for any reason whatsoever including editorial decisions or illegal or offensive content. In such event, the Contract shall be terminated and YCL shall reimburse any amounts paid in advance by the client. Likewise, YCL may, at its discretion, abbreviate, reduce in size, remove a link or otherwise modify the Advertisement. When the Advertisement is abbreviated or reduced in size, the fee hereafter described shall be reduced accordingly by YCL acting reasonably in its sole discretion and YCL shall not incur any liability, as detailed further in section 9.
5. TERMS OF PAYMENT - The client undertakes to pay, on time, without compensation, and notwithstanding any dispute related to the Advertisement or any claim the client may allegedly have against YCL, the lump sum fee or the monthly fee indicated on the Invoice, as the case may be. Payment shall be made in full upon receipt of YCL's invoice. An interest rate of 1.5% per month compounded monthly applies to any amount unpaid one month following the receipt of YCL's invoice. The client covenants that any security deposit shall be imputed to the last monthly payment or payments to be made according to the Contract.
6. INCREASE OF FEE - The lump sum fee or the monthly fee indicated on the Invoice may be increased annually by YCL in accordance with its standard practices. The client shall pay YCL in accordance with such rates established by YCL and of which notice will be given upon request. YCL further reserves its right to create, amend or cancel any rebate program or promotional offer regarding its products.
7. EARLY TERMINATION - YCL may terminate the Contract and refuse to list the Advertisement upon the following events of default: (i) upon notice to the client from YCL if the client is in default of paying any amount owed to YCL pursuant to the Contract or to any other agreement entered into with YCL; (ii) upon notice to the client from YCL upon the occurrence of the client's insolvency, dissolution, bankruptcy, assignment for the benefit of creditors or admission of its inability to pay its debts as they become due. In either events of default, the client will lose the benefit of the term and all sums owed to YCL for the balance of the Initial Term or for any Renewal Period of the Contract will immediately become due and payable. The client agrees to be responsible for the payment of expenses, including reasonable attorney fees and costs incurred by YCL in connection with the recovery of any amounts due hereunder. Early termination may result in applicable cancelation fees according to initial term of agreement and termination deadline.
8. IN THE EVENT OF ERROR - When caused by YCL, in the event of: (i) any error or errors in the client's name, address or telephone number or in any other information contained in an Advertisement, (ii) any omission of any Advertisement from any electronic media of YCL, (iii) the incorrect location of any Advertisement in any electronic media of YCL or (iv) the inclusion of any Advertisement in any electronic media of YCL not specifically requested by the client or contrary to the client's request (collectively, "Errors"), YCL agrees to make all necessary corrections and accordingly adjust the charges to the client with respect to the specific Advertisement containing the Errors in proportion to the relative importance, if any, of such Errors to the overall Advertisement, as determined by YCL, acting reasonably.
9. LIMITED LIABILITY OF YCL - The client agrees that the liability of YCL under the Contract is limited as follows:
(i) notwithstanding paragraphs(ii) and (iii) hereunder, YCL's liability to the client for any and all damages sustained by the client for any Errors in any standard free listing will be limited to making the necessary corrections and editions to the advertisement data for the period during which the listing appears in any current electronic media of YCL by extending the period of advertisement as required due to the Errors; or
(ii) for Errors not caused by the negligence of YCL, YCL's liability to the client for any and all damages sustained by the client if not correctable will be limited to corrections and editions to the advertisement data for the period during which the listing appears in any current electronic media of YCL by extending the period of advertisement as required due to the Errors; or
(iii) for Errors caused by the negligence of YCL, YCL's liability to the client for any and all damages sustained by the client if not correctable will be limited to making a refund or canceling any charges associated with the specific Advertisement subject to the Errors for the period during which that Advertisement appears in any current any electronic media of YCL;
Without limiting the generality of the foregoing, the client agrees that YCL shall in no circumstances be liable to the client for any interruption or delay in the ability of members of the public to access any Advertisement of the client in any electronic media of YCL. Instead of monetary compensation, the client agrees that YCL may compensate the client for any damages sustained by the client as a result of any Errors by giving to the client a credit on outstanding amounts or a credit for current or future advertisements. The client hereby acknowledges that the limitation of liability contained in this paragraph is equitable and reasonable in the commercial context of the Contract and that YCL would not have concluded the Contract without the client agreeing to limit its liability in the manner set forth herein.
10. NO GUARANTEE OF SUCCESS - The client acknowledges that YCL does not make any guarantee with regard to the success, derived benefits or responses that the client may have following the listing of the Advertisement.
11. CLIENT RESPONSIBLE FOR ADVERTISEMENT - The client warrants that it is authorized to publish the Advertisement. The client guarantees that the Advertisement does not violate any law and that it holds all permits or licenses which may be necessary to list the Advertisement in the heading and territory requested. The client furthermore guarantees that it holds all the rights to use the trade marks or commercial names included in the Advertisement and that this use does not contravene any provision of any law or statute, including the Trade-Marks Act, the Copyright Act and any other law or statute relating to intellectual property. The client agrees to indemnify and hold YCL harmless from and against any and all liabilities, damages, award, settlements, losses, claims and expenses, including reasonable attorney fees and costs of investigation due to (i) any claim by a third party relating to the Advertisement, including infringement of any third party's intellectual property rights; (ii) claims for misleading advertising and claims related to client product warranties or performance; and (iii) any other actions of client which give rise to any other liability at law. Furthermore, when the Advertisement is created by the client or one of its representatives, the client acknowledges that YCL shall not bear any liability with regards to the content, graphical norms or physical appearance of the Advertisement.
12. OWNERSHIP OF ADVERTISEMENT - The client hereby grants to YCL a perpetual, nation-wide and free license to use and reproduce in any manner whatsoever any intellectual property rights which it may own or for which it has a license for the purpose of being embodied in the Advertisement. Save and except the intellectual property rights herein subject to the license granted in favor of YCL, when YCL created the Advertisement, the client acknowledges that YCL owns the intellectual property rights related to the Advertisement and undertakes not to reproduce it without YCL's prior written consent.
13. PREMIUM PRODUCTS - The client agrees that the following provisions shall apply to the purchase of Premium Products, such as: Enhanced Company Profile, Enhanced Graphical Profile Bundle, Enhanced Priority Profile Bundle, Enterprise Listing Bundle (i) the client specifically agrees to pay by Credit card a non-refundable ten to twenty-five percent (10%-25%) deposit prior to the insertion of any premium package in order to compile and activate the advertisement. This deposit amount is determined based on credit application approval and previous payment activity. The balance of the payment may be made on any Premium Product upon execution of the Invoice by check, money order, bank draft or major accepted credit cards (VISA,MASTERCARD, AMERICAN EXPRESS); (ii) the balance of fees for premium products shall be invoiced to the client at once upon the insertion of the listing for which they were purchased; and (iii) when a client purchased a Premium Product in the preceding listing, he shall benefit from a right of first refusal to purchase the same product in YCL's following listing at that edition's normal rate for such product. The client shall have a period of five (5) business days from the receipt of a notice to exercise his right of first refusal failing which he shall be deemed to have accepted to purchase that product.
14. YCL TRADEMARKS - The client is not authorized to use YCL's name or any of its trademarks without the prior written consent of YCL. Neither party will make any statement (whether oral or in writing) in any press release, external advertising, marketing or promotion materials regarding the other party or its services.
15. MODIFICATIONS - YCL may, from time to time, unilaterally modify the Contract if such modifications do not substantially affect the rights and obligations of the client. The client is bound by any such modifications from the moment he is informed thereof. No amendment to this Contract by the client is effective unless approved in writing by YCL's legal department. The current and effective version of this Contract can be found at http://www.yourcompanylisting.com/terms.php.
16. TRANSFER OR ASSIGNMENT - The client may not transfer or assign the Contract without YCL's prior written consent. The client acknowledges that he remains liable for the obligations hereunder contained notwithstanding any sale, transfer, disconnect, assignment or winding-up of his business or assets including his telephone number or Advertisement, in whole or in part.
17. CLIENT EQUIPMENT COMPATIBILITY - The client shall, at his own cost and expense, be responsible for the use and compatibility of all equipment and software to access any electronic Advertisement and shall be liable for all costs to troubleshoot difficulties related to same. YCL shall not be responsible to the client if any changes to any such electronic Advertisement cause equipment or hardware to become obsolete require modification or attention or otherwise affect performance of same.
18. APPROVAL BY YCL - The client accepts and agrees that the Contract is subject to credit approval by YCL. The client authorizes YCL to make appropriate enquiry with any third party regarding the client's solvency and credit and in this context, record in the client's file and disclose such information in that regard. If such credit rating is not satisfactory to YCL, the Contract shall be null and void as if never entered into.
19. JURISDICTION - The Contract is governed by the laws applicable in the Province or State and the courts of the district of that Province or State shall have sole jurisdiction over any dispute arising hereunder.
20. PRIVACY PROVISIONS - This section only applies when the client is an individual. The client confirms that the personal information provided to YCL is correct. The client acknowledges having been informed, upon supplying it, that: (i) the information would be used to manage the client's file (credit, billing, collection) with regard to the application for advertisement; (ii) the information in said file will be accessible, when necessary, to employees or representatives of YCL in the performance of their duties, and (iii) the client's file will be kept at YCL's client service office. Any request for access or changes to the client's file shall be made in writing to this office. The client shall inform YCL of any changes of the personal information provided to YCL without delay. The client authorizes YCL to include the client's name, address and telephone number(s) on its nominative list of clients for purposes of marketing or charitable canvassing and to give this nominative list to its contracting partners for the same purposes; the client reserves the right to cancel such authorization at any time, upon a written or verbal request to YCL.
21. LIMITATION - After this Contract is entered into, no action, whether based in contract, tort (including any action based on negligence), or otherwise arising out of this Contract may be brought by the client unless, within one (1) year after such cause of action arose, the client gave notice in writing to YCL of his intention to bring such action.
22. SEVERABILITY - Each provision, or part thereof, of this Contract shall be severable from every other provision, or part thereof, of this Contract for the purpose of determining the legal enforceability of any specific provision.
23. ENTIRE CONTRACT - This Contract, together with any Invoice or Additional Invoices, constitute the entire agreement between the parties pertaining to the subject matter of this Contract and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written of any of the parties in respect of the subject matter hereof. There are no conditions, representations, warranties or other agreements between the parties in connection with the subject matter of this Contract, whether oral or written, express or implied, statutory or otherwise, except as specifically set out in this Contract.
24. INTELLECTUAL PROPERTY COMPLAINTS - We do not make it our responsibility to monitor the use of trademarks, copyrights or other rights of third parties. We may, however, in appropriate circumstances and at our discretion, remove, suspend, terminate access, or take other appropriate action against users, members or other third parties who infringe the copyright rights of others. Therefore, if you reasonably believe that any Materials on this Site contains unauthorized reproductions of your copyrighted work or trademarks, or links to sites containing unauthorized reproductions of your copyrighted work or trademarks, and you want us to take any action, then you must provide the following information to us (as required under the Digital Millennium Copyright Act (17 U.S.C. sec. 512)):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number and e-mail address;
- A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law;
- A statement that the information in the notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
LANGUAGE - The parties acknowledge having requested that the Contract be drafted in the English language.
Les parties reconnaissent avoir exigé que cette convention soit rédigée en langue anglaise.
Download the Electronic Copy of YCL Terms and Conditions [78 KB]
Last Updated: November 28, 2006. 1279EVG
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