Limo Pages Standard Terms and Conditions

Introduction. This Agreement between you and Limo-Pages.com, Inc. and its affiliates ("Limo-Pages.com") consists of these Directory Ad Standard Terms and Conditions ("Terms and Conditions"), the Directory Ad Program (the "Program") Frequently Asked Questions, which may be revised periodically, and the terms of any advertising campaign you submit or modify. "You" or "Advertiser" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.

These terms and conditions also apply to the advertising program known as "Directory Ad" in certain countries.

1.      Uses; Partner Sites. You agree that your ads may be placed on any site owned or operated by Limo-Pages (a "Limo-Pages Web Site") on any site owned by a third party (a "Partner") with which Limo-Pages has an agreement to place Directory Ad ads ("Partner Site"). Unless otherwise agreed to in writing by Limo-Pages, any ads may be modified without your consent to comply with any policy of Limo-Pages or any Partner Site. Limo-Pages reserves the right to, and in its sole discretion may, at any time review, reject, modify, or remove any ad. The Partners may also have certain rights allowing them to reject, modify or withdraw ads placed under this Agreement. No liability of Limo-Pages and/or any Partner shall result from any such decision.

2.      Communications Solely With Limo-Pages. Even if your ad(s) are placed on Partner Site(s), you agree to direct to Limo- Pages, and not to any Partner, any communication regarding your ad(s) on any Partner Site.

3.      Parties' Responsibilities. You are solely responsible for the content of your ads, including URL links. Limo-Pages is not responsible for anything regarding your Web site(s) including, but not limited to, maintenance of your Web site(s), order entry, customer service, payment processing, shipping, cancellations or returns.

4.      Prohibited Uses. Limo-Pages strictly prohibits using the Limo-Pages Web Site or any Partner Site(s) (i) to generate fraudulent impressions of or fraudulent clicks on Advertiser's ad(s) or third-party ad(s), including but not limited to using robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software; (ii) to advertise substances, services, products or materials that are illegal in any state or country where the ad is displayed; (iii) in any way that violates any policy posted on the Limo-Pages Web Site, as revised from time to time; or (iv) to engage in any other illegal or fraudulent business practice under the laws of any state or country where the ad is displayed. You may not include links to any Web site(s) as part of your ad, unless the content found at such site(s) is relevant to your Target(s). You may not run multiple ads linking to the same or similar site on the same search results page. Violation of these policies may result in immediate termination of this Agreement without notice, and may subject you to state and federal penalties and other legal consequences.

5.      Termination; Cancellation. Limo-Pages may at any time, in its sole discretion, terminate the Program, terminate this Agreement, or cancel any ad(s) or your use of any Target Marketing tool. Except as set forth in Section 5 above or unless Limo-Pages has previously canceled or terminated your use of the Program, Limo-Pages will notify you via email of any such termination or cancellation, which shall be effective immediately. There will be no refunds or credits issued for any reason.

6.      Confidentiality. Each party agrees not to disclose Confidential Information of the other party without prior written consent except as provided herein. "Confidential Information" includes (i) ads, prior to publication, (ii) submissions or modifications relating to any advertising campaign, (iii) click through rates or other statistics (except in an aggregated form that includes no identifiable information about you), and (iv) any other information designated in writing as "Confidential." It does not include information that has become publicly known through no breach by a party, or has been (i) independently developed without access to the other party's Confidential Information; (ii) rightfully received from a third party; or (iii) required to be disclosed by law or by a governmental authority.

7.      No Guarantee. Limo-Pages makes no written, oral or implied guarantee regarding the levels of impressions or clicks for any ad on its site or those of its Partners. Limo-Pages may offer the same advertisement to more than one advertiser. You may not receive any impressions for your ad(s) if for a given advertisement there are more advertisers than available display positions.

8.      No Warranty. Limo-Pages MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

9.      Limitations of Liability; Force Majeure. In no event shall Limo-Pages or any Partner be liable for any act or omission, or any event directly or indirectly resulting from any act or omission of Advertiser, Partner, or any third parties (if any). EXCEPT FOR THE PARTIES' INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) Limo-Pages' AGGREGATE LIABILITY TO ADVERTISER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID TO Limo-Pages BY ADVERTISER FOR THE AD GIVING RISE TO THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures. In the event that you dispute any charges with your Credit Card Company or bank for any reason, we may collect a fee of one hundred dollars from you to cover our administrative costs associated with processing the claim. In the event that we are forced to turn over your account to a collections agency for payment on your account, you hereby agree to pay all costs associated with collection and the maximum rate of interest allowed by law.

10.  Payment. You agree to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity, and that Limo-Pages may change its minimum pricing at any time. If you dispute any charge made under the Program, you must notify Limo-Pages in writing within thirty (30) days of any such charge; failure to so notify Limo-Pages shall result in the waiver by you of any claim relating to any such disputed charge. Charges shall be calculated solely based on records maintained by Limo-Pages. No other measurements or statistics of any kind shall be accepted by Limo-Pages or have any effect under this Agreement. All advertising placed with Limo-Pages is prepaid and for a pre-determined length of time. The initial term of this advertisement shall be for a period of 12 months.

11.  Representations and Warranties. You represent and warrant that (a) all of the information provided by you to Limo-Pages to enroll in the Program is correct and current; (b) you hold all rights to permit Limo-Pages and any Partner(s) to use, reproduce, display, transmit and distribute ("Use") your ad(s); and (c) Limo-Pages and any Partner(s) Use, your Target(s), and any site(s) linked to, and products or services to which users are directed, will not, in any state or country where the ad is displayed (i) violate any criminal laws or third party rights giving rise to civil liability, including but not limited to trademark rights or rights relating to the performance of music; or (ii) encourage conduct that would violate any criminal or civil law. You further represent and warrant that any Web site linked to your ad(s) (i) complies with all laws and regulations in any state or country where the ad is displayed; (ii) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) is not false, misleading, defamatory, libelous, slanderous or threatening.

12.  Your Obligation to Indemnify. You agree to indemnify, defend and hold Limo-Pages, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., all relevant Partner(s), licensors, licensees, consultants and contractors) ("Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from your use of the Program, your Web site, and/or your breach of any term of this Agreement. Customer understands and agrees that each Partner, as defined herein, has the right to assert and enforce its rights under this Section directly on its own behalf as a third party beneficiary.

13.  Information Rights. Limo-Pages may retain and use for its own purposes all information you provide, including but not limited to Targets, URLs, the content of ads, and contact and billing information. Limo-Pages may share aggregate (i.e., not personally identifiable) information about you with advertisers, business partners, including syndication Partners, sponsors, and other third parties. If you elect to participate in the syndication program, the display of your ad on Partner Site(s) will provide access to Partner(s) to the content of your ads, including the URL(s), and any contact or other information that can be obtained through such URL(s), as well as data regarding queries or clicks on directory categories that may enable such Partner(s) to determine your Targets.

14.  Miscellaneous. Any decision made by Limo-Pages under this Agreement shall be final. Limo-Pages shall have no liability for any such decision. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by Limo-Pages in collecting unpaid amounts under this Agreement. This Agreement shall be governed by the laws of Florida, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Broward County, Florida. This constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. Advertiser may not resell, assign, or transfer any of its rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Limo-Pages. The relationship(s) between Limo-Pages and the "Partners" is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be construed as if both parties jointly wrote it.

Additional Terms and Conditions to the Client Insertion Order for Limo-Pages.

Limo-Pages agrees to display client's Advertisement and provide the "link" from this ad to the location of the client's choice. This ad shall be displayed on specific pages of the chosen Association(s) Web Site. The client agrees to supply all pertinent information like: ad banner/Text and URL to link to etc. Client agrees to hold Limo-Pages harmless for the content of their advertising and all links they provide access to.

Limo-Pages agrees to have the Advertisement posted within 7 business days following the registration and payment procedures on the website.

MULTIPLE STATE ADVERTISING: The Limo-Pages advertising sites are available on city-by city basis. You have the option to select local advertising (where applicable) within each state. This Agreement may, therefore, have multiple terms and anniversary dates running simultaneously and independently based on the Start Date for a particular campaign.

CONTENT AND DESIGN : Limo-Pages reserves the right to censor, reject, alter, or refuse any Advertisement that does not completely conform to rules Limo-Pages has, or may adopt in the future. Limo-Pages will not be liable, and will not provide free additional advertising time for client's failure or delay in providing required information. Limo-Pages will accept advertising that Limo-Pages solely feels reflects positively on the community and the industry. Limo-Pages may, at its complete discretion, refuse any advertising. This Agreement is voidable by Limo-Pages if Advertiser fails to disclose, conceals, and/or misrepresents the actual client and/or Advertisement.

TRUTH IN ADVERTISING / INDEMNIFICATION FOR LIABILITY : Advertiser is solely responsible for any legal liability arising out of or relating to (1) the Advertisement, and/or (2) any material to which users can link through the Advertisement. Advertiser represents and warrants it holds the necessary rights to permit the use of the Advertisement and Link by Limo-Pages for the purpose of this Agreement. Advertiser agrees to indemnify and hold Limo-Pages harmless from any and all liability, loss, damages, claims, or causes of action; including reasonable legal fees and expenses that may be incurred by Limo-Pages, arising out of or related to Advertiser's breach of any of the foregoing representations and warranties.

If the space desired by the Advertiser is not available, a substitute option may be provided if available. There is no guaranteed placement or ranking for Client's advertisement or listing. Limo-Pages will make every attempt to accommodate Client's requests but under no circumstances does Limo-Pages promise, represent or guarantee the location of a Client's advertisement or listing. From time to time, Limo-Pages may change the location or placement of Client's at its sole discretion without notice to Client.

LIMITATION ON DAMAGES : In no event will Limo-Pages be liable for any damages beyond the actual payments made for the current advertising period.

ASSIGNMENT : Advertiser may not assign this agreement, in whole or in part, without Limo-Pages' written consent. Any attempt to assign this Agreement without such consent will not be honored.

GOVERNING LAW : This Agreement will be governed by and construed in accordance with the laws of the State of Florida.

ENTIRE AGREEMENT : This Agreement, all exhibits and attachments, are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral), regarding such subject matter. All pricing will be governed by Limo-Pages' Pricing Information; whether printed on paper or electronically. The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any purchase order. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.

CANCELLATION RIGHT: Limo-Pages may cancel this Agreement at any time and for any reason. In the event that Limo-Pages cancels this Agreement with Client, Limo-Pages' liability shall not exceed the amount of any prepayment made by Client.

GOVERNING LAW

This agreement shall be governed by the laws of the State of Florida. Both the Client and Limo-Pages agree that any legal proceeding or filing shall be made in the State of Florida , Broward County.

NO ORAL CHANGES

This agreement cannot be orally changed, amended or terminated, and no provision or requirement hereof may be orally waived.