Terms and Conditions
Aloha Web Designs & Marketing
(Last Updated August 15th, 2016)
This Service Agreement (this “Agreement”) is a legal agreement between Aloha Web Designs & Marketing (“Aloha Web Designs & Marketing”, “us” or “we”), and the business by which the individual accepting this Agreement is employed or otherwise engaged (the “Client” or “you”). Aloha Web Designs & Marketing and Client are each referred to herein as a “Party,” and collectively as the “Parties.” This Agreement governs in its entirety the relationship between Aloha Web Designs & Marketing and the Client in connection with the Aloha Web Designs & Marketing’s SuperListingsä Service (the “Service”).
1. Description of the Service.
1.1 Overview. Aloha Web Designs & Marketing will provide Client with an annual subscription to the Service, which will enable Client to: (i) view and manage its business listing information on various third party business directories and search engines that participate in the Service (the “Listing Partners”) and (ii) purchase a one-year placement of highlighted “special offer” content (the “Special Offer Placements”) on Listing Partner websites (the “Listing Partner Sites”).
1.2 Special Offer Placements. Client may purchase Special Offer Placements on various Listing Partner Sites. Each Special Offer Placement will consist of: (i) a graphical tag icon that highlights Client’s listing whenever its listing appears on a Listing Partner Site (but does not affect listing placement on the Listing Partner Site) and (ii) associated content that has been designated by you to be published with the tag icon, subject to the Listing Partners’ character limits and other applicable listing tag policies.
1.3 Limitations. You hereby acknowledge and agree that (i) the Listing Partner Sites included in any bundle of Special Offer Placements are subject to change at any time and that Listing Partner Sites can be added and/or removed from any such bundle at any time, (ii) all content submitted by you for a Special Offer Placement shall be subject to the Listing Partners’ character limits, quality standards and other applicable listing tag policies, and that any such content may be rejected, in whole or in part, by a Listing Partner at any time in its sole discretion, or modified at any time to comply with such policies, (iii) Aloha Web Designs & Marketing does not guarantee that any listing or tag will be displayed on any Listing Partner Site and (iv) the appearance and/or location of any listing tag placement may change at any time. ALOHA WEB DESIGNS & MARKETING SHALL HAVE NO LIABILITY FOR ANY CHANGE IN THE LISTING PARTNER SITES INCLUDED IN ANY BUNDLE, FOR ANY DECISION BY A LISTING PARTNER TO REJECT OR MODIFY ANY CONTENT SUBMITTED BY YOU, OR FOR ANY OTHER DECISION, CHANGE OR OTHER ACTION DESCRIBED IN CLAUSES (i), (ii), (iii) OR (iv) OF THE PRECEDING SENTENCE.
2. Fees and Payment.
2.1 Fees. By registering for the Service, you agree to any fee and payment terms that are described herein and/or during the online registration process for the Service. Any Service fees are exclusive of any sales or other taxes (other than taxes on Aloha Web Designs & Marketing’s income).
2.2 Provision of Credit Card Information; Payment Terms. You will be required to provide Aloha Web Designs & Marketing with a check or valid credit card number upon registration for the Service. You hereby warrant and represent that you have the authority to provide such credit card information to Aloha Web Designs & Marketing and shall be responsible for all changes made thereto. Aloha Web Designs & Marketing 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. Your “Billing Period” will be specified by Aloha Web Designs & Marketing at the time of registration for the Service, though Aloha Web Designs & Marketing reserves the right to change the term of future Billing Periods at any time.
3. Use of the Service.
3.1 License. Aloha Web Designs & Marketing hereby grants Client a limited, non-exclusive, non-transferable right and license to access and use the Service solely in connection with Client’s legitimate business needs. This license will terminate in the event this Agreement expires or is terminated pursuant to Section 4, in which case Client will immediately cease any further use of the Service.
3.2 Ownership. The Service is the copyrighted work of Aloha Web Designs & Marketing and/or its various third party licensors and partners.
3.3 Usage Restrictions. Client’s use of the Service is limited solely to those rights granted in Section 3.1. Client shall not copy, prepare derivative works, decompile or reverse engineer the Service. Client will not remove any trademark, copyright, or other proprietary rights notices which appears on the Service. In addition, Client will not use the Service for any unlawful or fraudulent purpose including, but not limited to: (a) impersonating any person or entity or (b) harvesting or collecting any personal information in violation of applicable law.
3.4 License to Client Content. Client hereby grants Aloha Web Designs & Marketing a non-exclusive, worldwide, paid-up, royalty-free, transferable (in the event of a sale or other change of control of Aloha Web Designs & Marketing’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, Special Offer content and other content that Client provides in connection with its use of the Service. Aloha Web Designs & Marketing may sublicense this right to any Listing Partners and other online partners. This license will survive any termination or expiration of this Agreement.
3.5 License to Client Marks. Client hereby grants Aloha Web Designs & Marketing a non-exclusive, worldwide, paid-up, royalty-free, transferable (in the event of a sale or other change of control of Aloha Web Designs & Marketing’s business) right and license to use Client’s marks on any of Aloha Web Designs & Marketing’s websites or other marketing materials to indicate your participation in the service. Aloha Web Designs & Marketing may sublicense this right to any of Listing Partners and other online partners. In the event of any termination or expiration of this Agreement, Aloha Web Designs & Marketing will use commercially reasonable efforts to remove your marks from Aloha Web Designs & Marketing’s websites and marketing materials within a reasonable period of time, and to instruct Aloha Web Designs & Marketing’s online partners to do the same.
4. Term and Termination
4.1 Term. This Agreement is effective as of the date you register for the Service and shall remain in full force and effect until terminated by either party in accordance with this Section 4.
4.2 Termination by Client. Payment is non-refundable. However, Client may terminate Client’s account to disconnect your Service at any time for convenience upon notice to Aloha Web Designs & Marketing (which may be provided by email).
4.3 Termination by Aloha Web Designs & Marketing. We may terminate this Agreement and disconnect your Service at any time for convenience at any time upon notice (which we may provide by email).
4.4 Survival. The following provisions shall survive any termination of this Agreement: Section 3.4 (“License to Client Content”), this Section 4.4 (“Survival”), Section 5 (“Disclaimer and Limitation of Liability”), Section 6 (“Indemnification”), Section 7 (“Representations and Warranties”) and Section 8 (“General Provisions”).
5. Disclaimer and Limitation of Liability. THE SERVICE AND ANY OTHER SERVICES PROVIDED BY ALOHA WEB DESIGNS & MARKETING IN CONNECTION WITH THIS AGREEMENT ARE SUPPLIED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT UNDER APPLICABLE LAW, ALOHA WEB DESIGNS & MARKETING MAKES NO, AND DISCLAIMS ALL, WARRANTIES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTEES, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORAL OR OTHERWISE. ALOHA WEB DESIGNS & MARKETING AND OTHER WEBSITES, DATABASES AND/OR THIRD PARTY PROGRAMS CONTAINED WITHIN THE SERVICE MAY CONTAIN BUGS, ERRORS, PROBLEMS AND/OR OTHER LIMITATIONS. ALOHA WEB DESIGNS & MARKETING HAS NO LIABILITY, WHATSOEVER, TO YOU OR ANY THIRD PARTY, FOR ANY OTHER PARTY’S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES AND/OR ANY PARTY’S USE OF, OR INABILITY TO USE, ALOHA WEB DESIGNS & MARKETING WEBSITES, DATABASES AND/OR PROGRAMS. ALOHA WEB DESIGNS & MARKETING 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 ALOHA WEB DESIGNS & MARKETING’S WEBSITE, DATABASES AND/OR PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT SHALL ALOHA WEB DESIGNS & MARKETING OR ANY LISTING PARTNER BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, EVEN IF ALOHA WEB DESIGNS & MARKETING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALOHA WEB DESIGNS & MARKETING WILL NOT BE LIABLE, OR CONSIDERED IN BREACH OF THE AGREEMENT, ON ACCOUNT OF A DELAY OR FAILURE TO PERFORM UNDER THE AGREEMENT, AS A RESULT OF CAUSES OR CONDITIONS THAT ARE BEYOND ALOHA WEB DESIGNS & MARKETING’S CONTROL. IN ADDITION, AND NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, ALOHA WEB DESIGNS & MARKETING’S LIABILITY UNDER ANY CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO $500. To the extent any liability of Aloha Web Designs & Marketing cannot be disclaimed, excluded or limited under applicable law, such liability shall be disclaimed, excluded and limited to the fullest extent permitted under applicable law.
6. Indemnification. Client will defend, indemnify, and hold harmless, Aloha Web Designs & Marketing, its third party licensors and Listing Partners, and its affiliates, and each of its and their respective officers, directors, members, managers, employees, sublicensees, 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 participation in the Service; (c) any allegation arising from or relating to any listings or other content provided by you, including, but not limited to, any allegation that any listings content, Special Offer content or other content provided by or on behalf of you 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 or services; and/or (e) any third party dispute with you, 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. General Provisions.
8.1 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.
8.2 Notices. All notices to Aloha Web Designs & Marketing shall be sent to Aloha Web Designs & Marketing, Inc. at 5056 Hekili Rd., Kapaa, HI 96746, attention President. Any notices to Client may be effected by sending an email to the email address specified in Client’s Inbox or by posting a message to Client’s Inbox, and shall be deemed received when sent (for email) or twenty-four (24) hours after having been posted (for messages in Client’s Inbox).
8.3 Policies. Client’s participation in the Service shall be subject to all applicable Aloha Web Designs & Marketing 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”). The Policies may be modified by Aloha Web Designs & Marketing at any time. The latest Policies can be found on any of Aloha Web Designs & Marketing’s websites. You should review the Policies regularly. By your continued participation in a Service, you agree to all of the associated terms and conditions contained within the Policies effective at that time.
8.4 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.
8.5 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.
8.6 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 venturers or partners for any purpose.
8.7 Governing Law and Forum. 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. 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.
8.8 Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof. Aloha Web Designs & Marketing may modify the terms of this Agreement at any time without liability, and your use of the Service after notice that the terms of this Agreement have changed constitutes your acceptance of the new terms.
8.9 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.
8.10 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.
Information Collection, Use, and Sharing
We are the sole owners of the information collected on this site. We only have access to/collect information that you voluntarily give us via email or other direct contact from you. We will not sell or rent this information to anyone.
We will use your information to respond to you, regarding the reason you contacted us. We will not share your information with any third party outside of our organization.
Unless you ask us not to, we may contact you via email in the future to tell you about specials, or new services.
Your Access to and Control Over Information
You may opt out of any future contacts from us at any time by contacting us via the email address or phone number given on our website.
We take precautions to protect your information. When you submit sensitive information via the website, your information is protected both online and offline.
Wherever we collect sensitive information (such as credit card data), that information is encrypted and transmitted to us in a secure way.
While we use encryption to protect sensitive information transmitted online, we also protect your information offline. Only employees who need the information to perform a specific job (for example, billing or customer service) are granted access to personally identifiable information. The computers/servers in which we store personally identifiable information are kept in a secure environment.
Questions or Concerns, you can contact us here, Contact Page, or using the contact information below.