Listings Service Agreement Standard Terms and Conditions
THIS IS A LEGALLY-BINDING AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY.
1. 1. Acknowledgement & Acceptance of Agreement
This Listings Service Agreement (along with all other applicable terms and conditions, including, without limitation, the ‘Your Fertility Hub Terms and Conditions of Use’, which is hereby incorporated by reference in this ‘Agreement’) is made and entered into by Your Fertility Hub and the business entity identified by you when registering and accepting this Agreement (the ‘Advertiser’ or ‘you’) by clicking on an ‘I Accept’ button or similar button or link on directory.yourfertilityhub.com (website), where such action is identified as having the effect of accepting this Agreement. You acknowledge, represent and warrant that you are authorised to enter into this Agreement on behalf of the Advertiser, that your Acceptance of this Agreement has the effect of making the Advertiser a party bound to this Agreement, and that the information submitted by you to directory.yourfertilityhub.com, via online forms or otherwise, is and will continue to be authentic and correct.
* a. Pursuant to this Agreement, Advertiser submits Business Listing(s), advertisements and/or link(s) to, its website(s) for inclusion on directory.yourfertilityhub.com website. The terms and conditions applicable are set forth below.
* b. Inclusion of a business title, description, images and URL (‘Business Listing’) on the directory.yourfertilityhub.com website are sold on an inclusion basis for an annual renewal fee. Your Fertility Hub may, in its sole discretion, change the setup or annual renewal fee at any time.
* c. Following submission by Advertiser of a Business Listing submission form, Your Fertility Hub will review the Business Listing entry containing the information submitted by Advertiser regarding its website and business, to determine whether Advertiser’s Business Listing entry and applicable website is eligible for inclusion in directory.yourfertilityhub.com. Within five (5) business days from the date the Business Listing submission form is received, Your Fertility Hub will review Advertiser’s Business Listing entry inclusion to determine whether it is eligible for inclusion in directory.yourfertilityhub.com
2. Notification of Changes
Your Fertility Hub may, at any time in its sole discretion, change the terms of this Agreement. Modifications may include, without limitation, increases to the annual fees charged for the Listing Services. Whenever Your Fertility Hub changes this Agreement, it will post those changes to its website and will update the ‘Last Updated’ date at the top of this Agreement. The revised terms will become effective on the date Your Fertility Hub posts such changes to its website, except annual fee increases which will become effective at the time your annual Agreement automatically renews. It is your obligation to check this Agreement regularly to ensure you are updated as to any changes. Without limiting the foregoing, if Your Fertility Hub determines in its sole discretion that the modification is material, it will notify you electronically via the email address associated with each account. If any modification to this Agreement is not acceptable to you, your only remedy is to notify Your Fertility Hub of your election not to renew your Agreement, as provided in Section 3 below.
3. Term of Agreement
* a. Your Fertility Hub may, at any time in its sole discretion, with or without cause, terminate this Agreement and/or cancel any listings or links submitted under this Agreement.
* b. Auto-Renewal: Advertiser’s Business Listing subscription will be automatically renewed for successive one-year terms, unless Advertiser notifies Your Fertility Hub by sending an email with the words ‘CANCELLATION’ in the subject line to email@example.com. Advertiser shall deliver such notice at least thirty (30) days prior to the commencement of the next renewal term.
If Your Fertility Hub is unable to process Advertiser’s credit card payment because the credit card has expired or is otherwise invalid, then Your Fertility Hub may contact Advertiser to obtain payment information and/or cancel Advertiser’s subscription and/or run the credit card with an updated expiration date.
* c. The cost of the renewed Listing will be the then-current standard rate. Advertiser’s credit card will be charged the non-refundable renewal fee in accordance with the terms of this Agreement.
4. Service Fees and Payment Terms
* a. Fees: Advertiser agrees to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity. If Advertiser disputes any charge made under this Agreement, Advertiser must notify Your Fertility Hub by sending a detailed notice of the dispute via email at firstname.lastname@example.org within sixty (60) days of such charge; failure to so notify Your Fertility Hub shall result in the waiver by Advertiser of any claim relating to any such disputed charge. Charges shall be calculated solely based on records maintained by Your Fertility Hub. No other measurements or statistics of any kind shall be accepted by Your Fertility Hub or have any effect under this Agreement.
* b. Late Payments: For any charges which are past due by more than thirty (30) days Advertiser shall reimburse Your Fertility Hub for any costs and fees (including attorneys’ fees) incurred by Your Fertility Hub in an effort to collect any amount due hereunder.
* c. Disputes: If Advertiser has any questions or objections regarding charges to its credit card, it must promptly (within 30 days) notify Your Fertility Hub in writing (including electronic mail) and make a reasonable and good faith effort to resolve its objection before it disputes the charge with the credit card processing company. Such notice must identify the amount in dispute and must provide in reasonable detail the basis for disagreement with any charges. If (a) Advertiser fails to comply with these requirements BEFORE filing a dispute with the credit card processing company, or (b) advertiser files a dispute with the credit card processing company that is not in good faith, Advertiser will be in material breach of this Agreement and Your Fertility Hub will be entitled to liquidated damages calculated as follows in addition to any equitable remedies available to it. Liquidated damages may include but not be limited to: all fees accrued up to the termination of this Agreement, plus attorney fees and costs, plus late fees on the foregoing at the legal rate of interest. For purposes of this paragraph, disputing payment because of inability to pay or because of Advertiser’s failure to submit a proper notice of non-renewal by the applicable date shall not be considered to be a good faith dispute.
* d. Payment Method: To maintain a Listing account with directory.yourfertilityhub.com, Advertiser must maintain a valid Visa, MasterCard or American Express credit card number on file with Your Fertility Hub. Advertiser’s credit card will be charged upon submission and renewal of a Listing pursuant to Section 6 below. Listing accounts are renewed on an annual basis as set forth in Section 6. Advertisers are generally required to pay for Listings by credit card method.
5. Imagery and Editorial Standards and Requirements
* a. Advertiser’s Listing entries are written, supplied and uploaded by Advertiser subject to Your Fertility Hub approval. Advertiser agrees to be bound by and follow the Your Fertility Hub editorial standards as described in the Directory Guidelines (https://yourfertilityhub.com/directory-guidelines/). Advertiser’s submissions to directory.yourfertilityhub.com, toolbox.yourfertilityhub.com and yourfertilityhub.com websites will be subject to Your Fertility Hub editorial review, modification and/or removal at the sole discretion of Your Fertility Hub. Your Fertility Hub reserves the right, but not the obligation, to review Advertiser submissions.
* b. ADVERTISER REPRESENTS AND WARRANTS THAT ITS LISTINGS, LINKS AND SUBMISSIONS TO THE DIRECTORY.YOURFERTILITYHUB.COM SITE DO NOT, AND WILL NOT INCLUDE CONTENT, OR LINKS TO CONTENT, WHICH MAY RESULT IN A CLAIM AGAINST, OR CIVIL OR CRIMINAL LIABILITY TO, YOUR FERTILITY HUB OR THAT OTHERWISE VIOLATES APPLICABLE LAW OR THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTENT THAT IS FRAUDULENT, DECEPTIVE, LIBELOUS, DEFAMATORY, OBSCENE, PORNOGRAPHIC, ADULT-THEMED, INFRINGING OR THAT VIOLATES THE PRIVACY, PUBLICITY OR ANY OTHER RIGHT(S) OF A THIRD PARTY.
* c. ADVERTISER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS YOUR FERTILITY HUB AND ITS AFFILIATES AND PARTNERS, AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, SHAREHOLDERS, AGENTS, LICENSEES AND EMPLOYEES, FROM AND AGAINST ALL THIRD PARTY CLAIMS, ACTIONS, LIABILITIES, LOSSES, EXPENSES, DAMAGES, AND COSTS INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES (COLLECTIVELY, ‘LOSSES’) THAT MAY AT ANY TIME BE INCURRED AS A RESULT OF ANY THIRD PARTY CLAIMS, SUITS OR PROCEEDINGS: (A) ARISING OUT OF ANY BREACH BY ADVERTISER OF ANY DUTY, REPRESENTATION OR WARRANTY UNDER THIS AGREEMENT; OR (B) ARISING FROM THE CONTENT OR SUBJECT MATTER OF ANY ADVERTISER LISTING, LINK, SUBMISSION OR CONTENT OF SITES TO WHICH VISITORS CAN LINK THROUGH ADVERTISER’S LINKS OR LISTINGS. YOUR FERTILITY HUB RETAINS COMPLETE EDITORIAL DISCRETION WITH RESPECT TO ALL LISTINGS AND LINKS, INCLUDING, WITHOUT LIMITATION, REGARDING THE SELECTION, PLACEMENT, KEYWORDS, TITLE, DESCRIPTIONS AND MULTI LINKS.
6. Registration Information
* a. In connection with the Business Listing, Advertiser is required to submit registration information. Your Fertility Hub may use such information to contact Advertiser regarding its listings and links. Your Fertility Hub may disclose such information to its third-party vendors and service providers in connection with conducting its business and providing and maintaining its site, and, in addition, in the good faith belief that such disclosure is reasonably necessary to (a) comply with the law or legal process; (b) enforce this Agreement; or (c) protect the rights or interests of Your Fertility Hub, its affiliates or related parties. Notwithstanding anything to the contrary herein, Your Fertility Hub may transfer, sell or assign such information to third parties as a result of a merger, consolidation or combination of Your Fertility Hub with another entity.
7. Warranty Disclaimer
* a. NEITHER YOUR FERTILITY HUB NOR ITS SUPPLIERS OR VENDORS MAKE ANY WARRANTIES (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE. YOUR FERTILITY HUB’S OBLIGATIONS UNDER THIS AGREEMENT ARE SUBJECT TO DELAYS CAUSED BY WAR, TERRORISM, ACT OF GOD, EMBARGOES, OR ANY OTHER CIRCUMSTANCES BEYOND YOUR FERTILTIY HUB’S REASONABLE CONTROL. ADVERTISER ACKNOWLEDGES THAT DIRECTORY.YOURFERTILITYHUB.COM SITE IS OPERATED ON AN ‘AS IS’, ‘AS AVAILABLE’ BASIS, AND THAT NEITHER YOUR FERTILITY HUB NOR ITS SUPPLIERS OR VENDORS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING THE PLACEMENT OF LISTINGS OR LINKS OR THE PERFORMANCE OR SECURITY OF ITS WEB SITE OR SERVICES.
8. Limitation of Liability
IN NO EVENT SHALL YOUR FERTILITY HUB OR ANY OF ITS SUPPLIERS, VENDORS OR AFFILIATES BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND REGARDLESS OF THE CAUSE OF ACTION UPON WHICH ANY SUCH CLAIM IS BASED. IN NO EVENT SHALL YOUR FERTILITY HUB’S LIABILITY FOR ANY REASON WHATSOEVER EXCEED THE FEES PAID TO YOUR FERTILITY HUB BY ADVERTISER UNDER THIS AGREEMENT DURING THE SIX-MONTH PERIOD PRIOR TO THE TIME THE APPLICABLE CLAIM ACCRUED.
* a. Your Fertility Hub reserves the right, in its sole discretion, to (i) remove Advertiser’s Listing and/or cancel Advertiser’s account for any reason or no reason; (ii) change the fees for Listing; (iii) change the procedures or rules for obtaining or maintaining a Listing; (iv) alter the content or other aspect of any Listing; and (v) discontinue Listing and/or the directory.yourfertilityhub.com website. Payment of Advertiser’s fee will not guarantee that Advertiser’s listing(s), link(s) and/or account will remain on the directory.yourfertilityhub.com website if Advertiser or Advertiser’s listing is deemed to be in violation of any term or condition of this Agreement. Upon any termination or expiration of this Agreement, Advertiser shall promptly pay Your Fertility Hub all moneys due hereunder.
* b. Receipt times of all submissions, notices and other correspondences and transactions via the directory.yourfertilityhub.com site is measured based on receipt by directory.yourfertilityhub.com servers. This Agreement: (a) shall be governed by and construed in accordance with, the laws of the State of Western Australia, without giving effect to principles of conflicts of law; (b) constitutes the complete and entire expression of the agreement between the parties with respect to the subject matter hereof; and (c) shall supersede any and all other agreements, whether written or oral, between the parties, including, without limitation, any print, online and electronic promotional materials. All waivers hereunder by Your Fertility Hub must be expressly made in writing. Should any provision of this contract be held to be void, invalid, or inoperative, such provision shall be modified to reflect the fullest enforceable intent of the parties, or if such modification is not possible, severed, and the remaining provisions of this contract shall not be affected and shall continue in full force and effect. Exclusive venue for all disputes arising out of or related to this Agreement shall be the state and federal courts located in Western Australia, Australia and each party hereby irrevocably consents thereto. Any rights or obligations hereunder may not be transferred or assigned by Advertiser without the prior written consent of Your Fertility Hub. Your Fertility Hub may freely assign and delegate the Agreement and any of its rights and obligations hereunder.