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Terms
 
 
72hoursweb and Client are each referred to herein as a “Party,” and collectively as the “Parties.” This Agreement, together with any other applicable terms and conditions referenced herein, governs in its entirety the relationship between 72hoursweb and the Client in connection with the Products (as defined below) for which Client has purchased a subscription.

This Subscription Agreement (this “Agreement”) is a legal agreement between 72hoursweb, Inc., a Delaware corporation (“72hoursweb”, “us” or “we”), and the business by which the individual accepting this Agreement is employed or otherwise engaged (the “Client” or “you”).

1. Products.
  1. Client acknowledges and agrees that (i) all content submitted for any Product shall be subject to the Partners’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Partner at any time in its sole discretion, or modified by 72hoursweb or the Partner at any time to comply with such policies, (ii) 72hoursweb does not guarantee that any content will be displayed on any Partner Site, and (iii) the appearance and/or location of any content placement may change at any time.
  2. 72HOURSWEB SHALL HAVE NO LIABILITY FOR THE AVAILABILITY OF OR ANY CHANGE IN THE PARTNER SITES, FOR ANY DECISION BY A PARTNER TO REJECT OR MODIFY ANY CONTENT SUBMITTED BY CLIENT, OR FOR ANY OTHER DECISION, CHANGE OR OTHER ACTION DESCRIBED IN CLAUSES (i), (ii) OR (iii) OF THE PRECEDING SENTENCE.
  3. Certain Products may involve distribution of Client Content (as defined in Section 3.5) and/or other interactions with third parties (the “Partners”) that own or operate online business directories, search web sites, social media web sites, mobile apps or other online properties (the “Partner Sites”).
  4. 72HOURSWEB SHALL HAVE NO LIABILITY FOR THE AVAILABILITY OF OR ANY CHANGE IN THE CLIENT’S WEBSITE OR TO ANY CLIENT CONTENT OR OTHERWISE IN CONNECTION WITH SUCH ASSISTANCE.
72hoursweb may from time to time, at the request of the Client, assist Client with the implementation of certain features that are a part of the Products.


2. Fees and Payment.

  1. Any Product fees are exclusive of any sales or other taxes (other than taxes on 72hoursweb’s income).
  2. By purchasing a subscription, you agree to any fee and payment terms that are described herein and/or during the online registration process.
  3. You hereby warrant and represent that you have the authority to provide such credit card information to 72hoursweb and shall be responsible for all charges made thereto.
  4. 72hoursweb will bill your credit card in advance of each Billing Period (as defined below) for the fees incurred for such Billing Period, as well as for any outstanding balances.
  5. You will be required to provide 72hoursweb with a valid credit card number upon registration for a subscription.
  6. Your “Billing Period” will be specified by 72hoursweb at the time of registration, though 72hoursweb reserves the right to change the term of future Billing Periods at any time.
  7. You acknowledge that the amount billed each year may vary for reasons such as promotional rates no longer being applied, changes in your subscription (for example, changes in the number of your locations under your subscription), changes in the amount of applicable sales tax or other reasons; and you authorize us to charge your credit card for such varying amounts.


3. Use of the Products.
1.      72hoursweb hereby grants Client a limited, non-exclusive, non-transferable right and license to access and use the Products solely in connection with Client’s legitimate business needs.
2.      This license will terminate in the event the applicable subscription is not renewed or this Agreement is terminated pursuant to Section 4, in which case Client will immediately cease any further use of the Products.
3.      Ownership. The Products are the copyrighted works of 72hoursweb and/or its various third party licensors and partners.
4.      Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any 72hoursweb trademark displayed on the Products or any72hoursweb owned webpage or website without 72hoursweb’s prior written permission in each instance.
5.      The trademarks, service marks, logos and any designs used or displayed on the Products or any 72hoursweb owned webpage are trademarks and/or service marks owned by 72hoursweb or its licensors.
6.      In addition, Client will not use the Products for any unlawful or fraudulent purpose including, but not limited to: (a) impersonating any person or entity, (b) harvesting or collecting any personal information in violation of applicable law or (c) promoting any product, service or business that is unethical, obscene or in violation of any applicable law or regulation.ip of any kind with such third party
7.      Client hereby grants 72hoursweb a non-exclusive, worldwide, paid-up, royalty-free, transferable (in the event of a sale or other change of control of 72hoursweb’s business), perpetual, irrevocable right and license to use, copy, publish, distribute, syndicate, reformat and update (for example, to improve accuracy and/or standardize formats) any and all listing content and other content that is provided by or on behalf of you in connection with your use of the Products (“Client Content”).
 
4. Term and Termination
1.      Term. This Agreement is effective as of the date you register for a subscription and shall remain in full force and effect until terminated by either party in accordance with this Section 4.
2.      Either Party may terminate this Agreement and disconnect some or all of the Services at any time for convenience upon notice to the other Party (which may be provided by email).
3.      The following provisions shall survive any termination of this Agreement: Section 3.5 (“License to Client Content”), this Section 4.3 (“Survival”), Section 5 (“Disclaimer and Limitation of Liability”), Section 6(“Indemnification”), Section 7 (“Representations and Warranties”), Section 8 (“Special Terms for 72hoursweb Social Product”) (to the extent applicable) and Section 9 (“General Provisions”).
5. Disclaimer and Limitation of Liability
1. 72HOURSWEB HAS NO LIABILITY, WHATSOEVER, TO YOU OR ANY THIRD PARTY, FOR ANY CHANGES MADE TO THE CLIENT CONTENT OR TO THE YOUR WEBPAGE OR WEBSITE AS A RESULT OF 72HOURSWEB’S ASSISTANCE IN IMPLEMENTING ANY PRODUCT FEATURES, ANY OTHER PARTY’S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES AND/OR ANY PARTY’S USE OF, OR INABILITY TO USE, 72HOURSWEB WEBSITES, DATABASES AND/OR PROGRAMS.
2. 72HOURSWEB DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT ANY OTHER PARTY’S SECURITY METHODS, PRIVACY PROTECTION PROCEDURES AND/OR ANY PARTY’S USE OF 72HOURSWEB’S WEBSITE, DATABASES AND/OR PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE.
6. Indemnification. 
Client will defend, indemnify, and hold harmless, 72hoursweb, its third party licensors and Partners, and its affiliates, and each of its and their respective officers, directors, members, managers, employees, sublicenses, contractors and agents (collectively, “Indemnified Parties”) from and against any and all claims, actions, losses, liability, damages, fines, costs, and expenses (including reasonable attorney’s fees and expenses) arising from or related to: (a) any breach of the Agreement by you (including, but not limited to, any representations and warranties made herein); (b) any violation of any law or regulation arising from or in connection with your subscription; (c) any allegation arising from or relating to any Client Content, including, but not limited to, any allegation that any Client Content infringes or otherwise violates any trademark, trade name, service mark, copyright, license, trade secret, right of privacy or publicity or other intellectual property or proprietary right of any third party, constitutes false advertising, is defamatory and/or is in violation of any law or regulation; (d) any claim by any third party related to you or your products, services, webpages, websites or business; and/or (e) any third party dispute with you, including, without limitation, any injury suffered by a third party at your place of business or any other related issue.

7. Representations and Warranties.
 

You represent, warrant and covenant that at all times during the term of this Agreement:
(a) the individual accepting this Agreement is authorized to act on behalf of you and to bind you to this Agreement;
(b) you have the full power and authority to conduct your business, to enter into this Agreement, and to perform your obligations under this Agreement;
(c) your execution, delivery and performance of this Agreement will not conflict with or violate: (i) any provision of law, rule or regulation to which you are subject; (ii) any order, judgment or decree applicable to you; (iii) any provision of your organizational documents; or (iv) any agreement or other instrument applicable to you; and
(d) you will comply with all applicable federal, state and local laws, rules, regulations, court orders, judgments and decrees.
 
8. Special Terms for 72hoursweb Social Product
In addition to Client’s indemnity obligations set forth elsewhere in the Master Agreement, Client will defend, indemnify and hold harmless the Indemnified Parties from and against any and all claims actions, losses, liability, damages, fines, costs, and expenses (including reasonable attorney’s fees and expenses) arising from or relating to any asserted breach of any Social Partner Terms by Client and/or the Client Content.

9. General Provisions.
1.      Confidentiality. You may not disclose the terms or conditions of this Agreement any third party, except to your professional advisors under a strict duty of confidentiality or as necessary to comply with applicable laws or regulations.
2.      Promotional Materials. During the term of this Agreement, 72hoursweb may use Client’s name and logo for the purpose of referring to Client as a 72hoursweb client on 72hoursweb’s website and in its other promotional materials.
3.      Policies. Client’s participation in any subscription shall be subject to all applicable 72hoursweb policies including, without limitation, the Privacy Policies posted on any Web Site on which Client listings are published, and any applicable Web Site specification requirements (collectively, “Policies”).
4.      Force Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the Party invoking this provision, the affected Party’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.
5.      Waiver. The waiver by either Party of a breach or a default of any provision of this Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such Party.
6.      No Agency; Independent Contractors. Nothing contained in this Agreement shall be deemed to imply or constitute either Party as the agent or representative of the other Party, or both Parties as joint ventures or partners for any purpose.
7.      Governing Law and Forum. Each of the Parties hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York for any such disputes, and hereby irrevocably waives any objections to the laying of venue in such courts. This Agreement, and any disputes arising directly or indirectly from this Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its choice of law provisions.
8.      Entire Agreement; Amendment. This Agreement (together with any other applicable terms and conditions referenced herein) constitutes the entire agreement between the Parties with regard to the subject matter hereof. 72hoursweb may modify the terms of this Agreement at any time without liability, and your use of the Products after notice that the terms of this Agreement have changed constitutes your acceptance of the new terms.
9.      Headings. Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.
10. Costs, Expenses and Attorneys’ Fees. If either Party commences any action or proceeding against the other Party to enforce or interpret this Agreement, the prevailing Party in such action or proceeding shall be entitled to recover from the other Party the actual costs, expenses and reasonable attorneys’ fees (including all related costs and expenses), incurred by such prevailing Party in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.
 
 
 
 
 
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