The ContextDir.com Web Directory Terms of Service
1.0 ACKNOWLEDGMENT AND ACCEPTANCE OF SERVICE AGREEMENT
1.1 The ContextDir.com Web Directory Service ("The ContextDir.com Web Directory " or the "Service"), owned and operated by Cambrick Yard LLC. ("Cambrick Yard") is provided to you ("you" or "Applicant") under the terms and conditions of this Cambrick Yard Service Agreement (the "Agreement").
1.2 BY COMPLETING THE SERVICE REGISTRATION FORM AND CLICKING THE "CREATE NEW USER" BUTTON, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, THAT YOU AGREE TO PROVIDE TRUE AND ACCURATE INFORMATION AS PROMPTED BY THE REGISTRATION FORM, AND THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT.
1.3 Cambrick Yard reserves the right, in its sole discretion, to change, modify, add or remove all or part of the Agreement at any time with or without notice. Please refer back to this Agreement often.
2.0 DESCRIPTION OF THE CONTEXTDIR.COM WEB DIRECTORY SERVICE
2.1 The ContextDir.com Web Directory is a fee-based service that allows you to pay for consideration of your web site for possible inclusion in ContextDir.com's directory of web sites (the "Directory"). Inclusion in the Directory is not guaranteed. Subject to the terms below, and in Cambrick Yard's sole discretion, if your web site is accepted for inclusion in the Directory it will be subject to an additional review as deemed necessary by Cambrick Yard. Your submission will immediately become active upon your initial payment, however Cambrick Yard will review your submission and if it is not found to be acceptable for whatever reason it will be removed with NO REFUND.
2.2 In order for your site to be considered for inclusion in the Directory, you must submit a valid paypal payment. You agree that your will be charged Then-current, applicable NON-REFUNDABLE fee for review and response. If your site is included you agree that each year, your site will be subject to an additional review for minimum site criteria and you will be charged Then-current Annual Fee. Cambrick Yard reserves the right to remove your site from the Directory for any reason, in our sole discretion, including but not limited to failure to meet the minimum criteria in section 3.0 below.
2.3 If your site offers services on a subscription basis, you must provide Cambrick Yard a trial password or subscription ID as part of the registration form. The password/subscription ID will be used by Cambrick Yard solely as part of its evaluation of whether your site meets and maintains the minimum site criteria explained below.
2.4 The current fee for The ContextDir.com Web Directory for initial consideration is a NON-REFUNDABLE fee equal to $5.00, doubled a number of times equal to the number of links already in the category. Your site will only be accepted if it does not include adult content and/or services. Your payment only guarantees that Cambrick Yard will review your request. You expressly agree to pay to Cambrick Yard such fee whether or not your site is accepted or denied inclusion in the Directory. If your web site is accepted for inclusion in the commercial Directory as part of The ContextDir.com Web Directory then your web site's continued inclusion in the Directory will be subject to a periodic review for compliance with the minimum site criteria.
2.5 NOTHING IN THIS AGREEMENT OBLIGATES CAMBRICK YARD TO LIST, LINK TO, ACCEPT OR OTHERWISE HOST YOUR SITE ANYWHERE IN THE DIRECTORY. IN ADDITION, IF YOUR SITE IS ACCEPTED, NOTHING IN THIS AGREEMENT OBLIGATES CAMBRICK YARD TO PLACE YOUR SITE WITHIN A SPECIFIC CATEGORY OR SUBCATEGORY OF THE DIRECTORY, OR TO PROVIDE ANY COMMENTS OR ANNOTATIONS WITH THE LISTING OF YOUR SITE.
2.6 Please note that The ContextDir.com Web Directory is open for you to list as many pages as you like inside of our directory.
2.7 YOUR REPRESENTATIONS REGARDING YOUR SITE You represent and warrant that the site you are submitting for consideration does not and will not infringe the rights of any third party, including without limitation any Intellectual Property Rights, rights of publicity, rights of personality, rights of privacy, rights to payment of royalties, or any other rights of third parties not specifically identified in this Section. Further, you warrant and represent that all aspects of the site submitted for consideration comply with all applicable laws and regulations.
3.0 MINIMUM SITE CRITERIA
3.1 All web sites submitted to The ContextDir.com Web Directory must meet the following minimum criteria: If the site is a commercial web site, the official business name must be visible to any visitor to that site; The site must clearly define its purpose, products, and/or services; The site must not contain any parts under construction; All links on the site must function properly; The site must be in the English language (or have an English version available); The site must support multiple browsers and capabilities (e.g., no Java-only sites); The site must be up and running 24 hours a day, 7 days a week; The site must not be dedicated to directing the user to another page; The page may not give the search engine different content than what the end-user sees. THESE CRITERIA ARE MINIMUM REQUIREMENTS ONLY, AND CAMBRICK YARD, IN ITS SOLE DISCRETION, MAY CONSIDER OTHER CRITERIA BEFORE ACCEPTING, REJECTING OR REMOVING A SITE.
4.0 SELECTION AND LISTING OF SITES
4.1 Cambrick Yard reserves the right to decide whether, where, and how a site is listed in the Directory. If Cambrick Yard accepts your site for inclusion in the Directory, Cambrick Yard will consider your preferences, but reserves the right to list your site in any category or subcategory as Cambrick Yard deems appropriate, in its sole discretion. Cambrick Yard reserves the right not to include any specific keywords, comments, or annotations with the listing of a site in the Directory.
4.2 Cambrick Yard also reserves the right, in its sole discretion, to remove your site from the Directory, move the listing to a different category or subcategory, and change or remove any keywords, comments, or annotations at any time, for any reason, including but not limited to, a change in the nature, business, goods, or services or content available on the site.
4.3 Any and all press releases and other public announcements related to your inclusion or possible inclusion in the Directory, including the method and timing of such announcements, must be approved in advance by Cambrick Yard in writing. Cambrick Yard reserves the right to withhold approval of any public announcement in its sole discretion.
5.0 FEEDBACK
5.1 Cambrick Yard will contact Applicant by email if the site is rejected. If the site is rejected, Applicant is entitled to request one reconsideration, or appeal, of the site at no additional charge by sending an email to the address provided by Cambrick Yard. Cambrick Yard must receive the Applicant's email within thirty days from the date that Cambrick Yard transmits the rejection email to the Applicant. If the request is timely received, Cambrick Yard will again review the Applicant's site and will then notify Applicant of its final decision regarding including the site in the Directory. If Cambrick Yard reaffirms its denial of the site, no further appeals or submissions will be considered.
5.2 If Cambrick Yard accepts a suggested site, Applicant is entitled to request one reconsideration of the placement of the site, comment fields, title, etc, at no additional charge by sending an email to the address provided by Cambrick Yard. Cambrick Yard must receive the Applicant's email within thirty days from the date that Cambrick Yard transmits the acceptance email to the Applicant. If a timely request is received, Cambrick Yard will again review the Applicant's site and will then notify Applicant of its final decision regarding the site. Once a site is included in the Directory, if Applicant makes any substantial changes to the site, Applicant must comply with Cambrick Yard's standard change process form to make any changes to the listing in the Directory.
6.0 TERMINATION
6.1 If you wish to terminate participation in The ContextDir.com Web Directory program you must cancel your PayPal subscription. If you request that your listing be removed before the end of a year for which you have pre-paid the Recurring Annual Fee, you agree that Cambrick Yard will not be required to refund any portion of such fee.
7.0 APPLICANT PRIVACY
7.1 Cambrick Yard maintains information about Applicant on Cambrick Yard servers, including but not limited to Applicant's registration information. Applicant agrees that Cambrick Yard may use such information in aggregate form for marketing or other promotional purposes. Applicant agrees that Cambrick Yard may disclose such information in the good faith belief that such action is reasonably necessary: (a) to comply with the law or legal process; (b) to enforce this Agreement; or (c) to protect the rights or interests of Cambrick Yard or others; provided, however, that nothing in this section shall impose a duty on Cambrick Yard to make any such disclosures.
7.2 Cambrick Yard may contact Applicant regarding The ContextDir.com Web Directory using the Applicant's email address provided during the registration process (or as updated by Applicant). Such email messages may contain opportunities regarding special offers and new products from Cambrick Yard's advertisers.
8.0 INDEMNITY Applicant agrees to indemnify, defend and hold harmless Cambrick Yard, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, for all losses and costs related to any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of Applicant's use of or listing in the Service, the acceptance or rejection of Applicant's suggested site, any alleged violation of this Agreement, or any alleged violation of any rights of others. Cambrick Yard reserves the right, at its own expense, to assume the sole and exclusive defense and control of any matter subject to indemnification by Applicant, which shall not excuse Applicant's indemnity obligations.
9.0 DISCLAIMER OF WARRANTIES AND LIABILITIES
9.1 THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.
9.2 CAMBRICK YARD, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL OR EQUITABLE THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOOD WILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF CAMBRICK YARD IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM APPLICANT'S USE OF OR INABILITY TO USE THIS SERVICE, CAMBRICK YARD'S ACCEPTANCE OR REJECTION OF A SUGGESTED SITE, OR CAMBRICK YARDS'S CONTINUED LISTING OF A SITE IN THE DIRECTORY.
9.3 CAMBRICK YARD'S LIABILITY TO APPLICANT SHALL NOT, FOR ANY REASON, EXCEED THE AMOUNT ACTUALLY PAID BY APPLICANT TO CAMBRICK YARD UNDER THIS AGREEMENT.
10.0 FORCE MAJEURE
10.1 Cambrick Yard is not liable for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of God, terrorism, or other causes beyond its reasonable control.
11.0 NOTICES
11.1 Any notices or communications under the Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to Cambrick Yard, such notices shall be addressed to [email protected] or to The ContextDIr.com Web Directory at Post Office Box 192548 Dallas, Texas 75219-4129. If to Applicant, such notices shall be addressed to the electronic or mailing address specified in Applicant's Service registration form, or such other address as either party may give the other by notice as provided in this Section. It is the Applicant's responsibility to provide an accurate address and to ensure that Cambrick Yard is notified of any changes to Applicant's address as specified in this Section.
12.0 ENTIRE AGREEMENT
12.1 This Agreement constitutes the entire agreement between the parties with respect to the Service and supersedes all previous or contemporaneous proposals, both oral and written, representations, writings and all other communications between the parties with respect to such subject matter, excluding the Cambrick Yard Terms of Service and the Cambrick Yard Privacy Policy.
13.0 GENERAL
13.1 The Agreement and the relationship between Applicant and Cambrick Yard are governed by the laws of the state of Texas U.S.A., without regard to that state's conflict of laws rules. Cambrick Yard's failure to exercise or to enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and in the Agreement, without statutory presumptions against the drafter, and they agree that all other provisions of the Agreement will remain in full force and effect. The parties expressly agree that the United Nations Convention for the International Sale of Goods does not apply to this Agreement.
13.2 The section titles in the Agreement are for convenience only and have no legal or contractual effect.