MichiganReporters.Com
Terms & Conditions
THIS AGREEMENT is made by and between MICHIGAN REPORTERS.COM, INC., a Michigan Corporation, (“Michigan Reporters”), and you (the “Subscriber”). 1. Obligations of Michigan Reporters. Subject to the terms and conditions of this Agreement, Michigan Reporters agrees to host a searchable database website that may include, as applicable, a [listing] [city listing] [enhanced city listing] [web page] [external link] [and home page advertisement] provided by Subscriber, and other services, including directories, as are more particularly described on Michigan Reporters’ website www.MichiganReporters.com) (the “Website”), which Michigan Reporters may revise from time to time (the “Services”). Michigan Reporters agrees to market the Website in a manner Michigan Reporters deems appropriate, including by submitting the Website to search engines. Michigan Reporters further reserves the right to change the type or nature of the Services offered at any time. 2. Representations of Subscriber. Subscriber represents that all information Subscriber provides to Michigan Reporters relating to the Services is not false or misleading. Subscriber represents to Michigan Reporters that there are no limitations upon Subscriber’s ability to enter into this Agreement or to perform under this Agreement. Subscriber further represents to Michigan Reporters that Subscriber has the rights and authority to present any information which Subscriber elects to place on Michigan Reporters’ website without infringing upon any rights of any other person or entity. 3. Term. The initial term of this Agreement for the provision of the Services shall be for twelve (12) months. The term of this Agreement shall automatically renew for a successive twelve (12) month period upon payment of the applicable annual subscription fee. Michigan Reporters.com, Inc. reserves the right to immediately terminate this Agreement and the provision of Services, in the event of a breach of this Agreement by Subscriber. 4. Fees. Full payment for all Services is due with the order form. Payment shall be made in the amount described on the Michigan Reporters Subscription Rates and Other Services List, as amended from time to time, which is set forth in the website. Subscriber agrees that Michigan Reporters may debit Subscriber’s credit card for the Services, or require payment by check or money order. Subscriber shall pay all sales, use, excise and similar taxes incurred in connection with the Services. Failure of Subscriber to fully pay any fees and expenses within seven days after the Due Date shall be deemed a material breach of this Agreement, justifying Michigan Reporters’ suspension of performance of the Services and immediate termination of this Agreement. Suspension of Services may include removing Subscriber’s Purchaser’s Services from Michigan Reporters’ website. In addition, if Michigan Reporters suspends the Services, Subscriber shall pay a reconnection fee prior to the recommencement of Services under this Agreement. 5. Rules and Restrictions. Subscriber agrees to comply with all of the rules and restrictions which Michigan Reporters may establish from time to time including, without limitation, the Michigan Reporters Appropriate Use Policy (the “Policies”) more particularly described on the Website, as amended from time to time by Michigan Reporters. Subscriber agrees to comply with the most recent version of the Policies and all other Rules and Regulations posted by Michigan Reporters on the Website or sent to Subscriber at its registered e-mail address. Michigan Reporters may amend such Policies, rules and regulations at any time. Michigan Reporters shall have the right to approve in advance all information which Subscriber shall provide in any way in connection with the Services. Michigan Reporters, at its discretion, will decide what information will be included in the Website and may reject or remove any information it deems unacceptable. 6. Proprietary Rights. Michigan Reporters shall own all right, title and interest in and to all proprietary rights relating to the Services including, without limitation, all computer hardware and software, the Website, software, the [city listing] [enhanced city listing] [web page] [external link] [and home page advertisement website] provided by Subscriber and information used with, or accessible as a result of the Services (collectively, the “Proprietary Information”). In the event of the termination of this Agreement, for any reason, Subscriber shall have no interest of any nature in the Proprietary Information. Michigan Reporters reserves the right to use all Subscriber information for reasonable marketing purposes that Michigan Reporters deems appropriate, including, without limitation, for use in targeting strategic alliances for website development and for targeting individuals to increase usage of the Services. Michigan Reporters agrees not to share data regarding specific customers with other companies or third parties. Subscriber grants Michigan Reporters a limited license to use Subscriber’s names, logos and images (the “Marks”) for the purpose of performing the Services and to market consistent with this Section 6. Subscriber represents to Michigan Reporters that Subscriber has all necessary rights in the Marks and the authority to grant the license to the Marks. 7. Confidentiality. Except as permitted by this Agreement, Subscriber shall keep strictly confidential all Michigan Reporters Proprietary Information. Subscriber shall safeguard the Michigan Reporters Proprietary Information with the same degree of care as Subscriber uses for its own confidential information, but in no case shall Subscriber use less care than a reasonably prudent person would use under similar circumstances. 8. Disclaimers; Limitation of Liability; and Indemnification. a. No Warranties or Representations. MICHIGAN REPORTERS IS PROVIDING THE SERVICES ON AN “AS IS” BASIS AND MAKES NO WARRANTIES, REPRESENTATIONS, EXPRESS OR IMPLIED, IN FACT OR IN LAW INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MICHIGAN REPORTERS DISCLAIMS ANY RESPONSIBILITY FOR THE QUALITY OR ACCURACY OF ANY PROPRIETARY INFORMATION PROVIDED TO SUBSCRIBER. MICHIGAN REPORTERS SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS THAT THE SERVICES WILL INCREASE OR CAUSE TRAFFIC TO SUBSCRIBER’S WEBSITE OR WILL RESULT IN AN INCREASE IN THE SALES OR PROFITABILITY OF SUBSCRIBER. b. Service Interruption. SUBSCRIBER ACKNOWLEDGES THAT THE SERVICES ARE INTERNET BASED, THAT INTERRUPTIONS AND DISRUPTIONS IN INTERNET SERVICES AND WEBSITES ARE COMMON OCCURRENCES, AND THAT MICHIGAN REPORTERS SHALL NOT BE LIABLE IN ANY WAY FOR ANY DISRUPTION, DELAYS, OR LACK OF SERVICE, REGARDLESS OF THE CAUSE OR THE DURATION OF THE INTERRUPTION OR DISRUPTION OF THE SERVICES. SUBSCRIBER AGREES THAT MICHIGAN REPORTERS MAY DISCONNECT THE SERVICES AT ANY TIME IF SUBSCRIBER FAILS TO PAY FOR THE SERVICES IN THE MANNER PROVIDED IN THIS AGREEMENT OR IF SUBSCRIBER BREACHES ANY PROVISION OF THIS AGREEMENT. c. No Consequential Damages; Remedies. IN NO EVENT SHALL MICHIGAN REPORTERS BE LIABLE TO SUBSCRIBER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR OTHER LOSSES RESULTING FROM THE LACK OF SERVICES OR FAILURE TO SATISFY OTHER OBLIGATIONS UNDER THIS AGREEMENT. IF A COURT OF COMPETENT JURISDICTION FINDS THAT SUBSCRIBER IS DUE A REMEDY UNDER THIS AGREEMENT, SUBSCRIBER’S EXCLUSIVE REMEDY FOR ANY PURPOSE OR REASON UNDER THIS AGREEMENT SHALL BE TO TERMINATE THIS AGREEMENT. d. Force Majeure. Neither party shall be liable for the non-performance or delay in the Services or obligations (except payment obligations) which are due to Acts of God, war, riot, electrical outage or disruption, Internet outage or disruption of Services, weather or any other cause beyond the reasonable control of a party. e. Indemnification. Subscriber shall defend, indemnify and hold harmless Michigan Reporters, its directors, officers, agents, employees, successors and assigns from and against any and all claims, damages, losses, expenses, actual attorney fees, costs, liabilities and causes of action brought against Michigan Reporters arising out of Subscriber’s conduct of its business, the breach of any provision of this Agreement, and any actions based on a claim that any material provided by Subscriber to Michigan Reporters, or included on Subscriber’s website, infringes or violates any rights of third parties, including, without limitation, rights of publicity or privacy, patents, copyrights, trademarks, trade secrets and/or licenses. 9. Independent Parties. The parties to this Agreement are independent contractors. This Agreement shall in no way be construed to constitute the parties as agents, partners, legal representatives or employees of each other for any purpose and neither party shall act or represent itself as having such a status or relationship with the other party. 10. Assignment. Subscriber shall not assign its rights or delegate its duties under this Agreement without Michigan Reporters’ prior written consent. Michigan Reporters shall be permitted to assign its rights or delegate its duties under this Agreement without receiving Subscriber’s consent. 11. Amendment. In addition to Michigan Reporters’ ability to revise its obligations and the Services under Section 1 of this Agreement, Michigan Reporters may amend the other terms of this Agreement by providing Subscriber with (i) 30 days advance notice and (ii) the actual language of the amendments. The terms of the amendments shall be binding upon Subscriber unless Michigan Reporters receives Subscriber’s written notice of objection to the amendments within the 30 day notice period (the “Objection Election”). If Subscriber exercises the Objection Election, Michigan Reporters may elect to terminate this Agreement by providing Subscriber with 30 days advance written notice. 12. Survival and Severability. If any provision of this Agreement is invalid or unenforceable, all other provisions of this Agreement shall remain in full force and effect. Except for the obligations of the parties under paragraphs 1 and 4, the terms and conditions of this Agreement shall survive the termination of this Agreement. 13. Governing Law. The sale of the Services in accordance with this Agreement shall be governed in all respects by the laws of the State of Michigan. 14. Jurisdiction and Venue. Subscriber and Michigan Reporters agree that any action arising out of the sale of the Services in accordance with this Agreement will be properly brought, heard and decided in the state courts in Kalamazoo County, Michigan, or in the United States District Court for the Western District of Michigan, which courts shall have exclusive jurisdiction over any such action. 15. Successors. The terms of this Agreement shall inure to the benefit of and be binding on the successors and permitted assigns of the parties. 16. Entire Agreement. This Agreement and all attachments hereto constitute the entire Agreement between the parties, and there are no other applicable agreements, warranties, terms or conditions. 17. Interpretation of Agreement. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor or against either party and that an ambiguity shall not be interpreted against the drafting party. 18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same document. Signatures of parties on copies transmitted by fax shall be considered as signed original documents. 19. Review of Agreement. Each party represents that it has taken all required corporate and other action to approve this Agreement and that it has had an opportunity to have this Agreement reviewed by professional advisors and counsel of its own choice before executing it.
I Accept