Listing Agreement

FRIGHTFIND.COM

Basic Listings Service Agreement

Standard Terms and Conditions

THIS BASIC LISTINGS SERVICE AGREEMENT APPLIES TO BUSINESS ENTITIES DESIRING TO UTILIZE THE FREE BASIC LISTING SERVICE AND FEE-BASED LISTING SERVICE PROVIDED BY FRIGHTFIND.COM.

More information on FEE BASED SERVICE AGREEMENT CAN BE FOUND HERE.

SECTION 1

Acknowledgment & Acceptance of Agreement

• This Basic Listings Service Agreement (along with all other applicable terms and conditions, including, without limitation, the Frightfind.com Terms of Use, Privacy Policy, Copyright Policy, Ad Guidelines and the Editorial Guidelines, which are hereby incorporated by reference in this “Agreement”) is made and entered into by Frightfind.com and the business entity identified by you when registering and accepting this Agreement (the “Provider” or “you”) by clicking on an ‘I Accept’ button, “Continue” button or similar button or link, where such action is identified as having the effect of accepting this Agreement. You acknowledge, represent and warrant that you are authorized to enter into this Agreement on behalf of the Provider, that your Acceptance of this Agreement has the effect of making the Provider a party bound to this Agreement, and that the information submitted by you to Frightfind.com, via online forms or otherwise, is and will continue to be authentic and correct.

1.2       Pursuant to this Agreement, Provider submits Provider’s Business Listing(s) and/or link(s) to, its web site(s) for inclusion on Frightfind.com’s web site. The terms and conditions applicable are set forth below.

• Basic inclusion of a website title, description and URL (“Business Listing”) on the Frightfind.com site are provided at no cost to the Provider.
• Following submission by Provider of a Business Listing submission form, Frightfind.com will review the Business Listing entry containing the information submitted by Provider regarding its website, to determine whether Provider’s Business Listing entry and applicable web site is eligible for inclusion in Frightfind.com. Within five (5) business days from the date the Business Listing submission form is received by Frightfind.com, Frightfind.com will review Provider’s Business Listing entry inclusion to determine whether it is eligible for inclusion in Frightfind.com.

SECTION 2

Notification of Changes

Frightfind.com may, at any time in its sole discretion, change the terms of this Agreement. Whenever Frightfind.com changes this Agreement, it will post those changes to its Web Site and will update the ‘Last Updated’ date at the top of this Agreement. The revised terms will become effective on the date Frightfind.com posts such changes to its Web Site.  It is your obligation to check this Agreement regularly to ensure you are updated as to any changes. Without limiting the foregoing, if Frightfind.com 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 Frightfind.com of your election not to renew your Agreement, as provided in Section 3 below.

SECTION 3

Term of Agreement

• Termination by Frightfind.com. com 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.
• Auto-Renewal; Termination by Provider. Provider’s Business Listing subscription will be automatically renewed for successive one-year terms, unless Provider notifies Frightfind.com by sending an email with the words ‘CANCELLATION‘ in the subject line to info@frightfind.com.

Provider shall deliver such notice at least thirty (30) days prior to the commencement of the next renewal term.

SECTION 4

Editorial Standards and Requirements

• Provider’s Listing entries are written by Frightfind.com or written by Provider subject to Frightfind.com’s approval. Provider agrees to be bound by and follow the Frightfind.com editorial standards as described in Frightfind.com’s Editorial Guidelines. Provider’s submissions to the Frightfind.com site will be subject to Frightfind.com editorial review, modification and/or removal in Frightfind.com’s sole discretion. Frightfind.com reserves the right, but not the obligation, to review Provider submissions.
• PROVIDER REPRESENTS AND WARRANTS THAT ITS LISTINGS, LINKS AND SUBMISSIONS TO THE FRIGHTFIND.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, FRIGHTFIND.COM 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.
• PROVIDER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS FRIGHTFIND.COM 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 PROVIDER OF ANY DUTY, REPRESENTATION OR WARRANTY UNDER THIS AGREEMENT; OR (B) ARISING FROM THE CONTENT OR SUBJECT MATTER OF ANY PROVIDER LISTING, LINK, SUBMISSION OR CONTENT OF SITES TO WHICH VISITORS CAN LINK THROUGH PROVIDER’S LINKS OR LISTINGS. FRIGHTFIND.COM RETAINS COMPLETE EDITORIAL DISCRETION WITH RESPECT TO ALL LISTINGS AND LINKS, INCLUDING, WITHOUT LIMITATION, REGARDING THE SELECTION, PLACEMENT, KEYWORDS, TITLE, DESCRIPTIONS AND MULTILINKS.

SECTION 5

Security

Frightfind.com endeavors to protect the security of Provider’s payment information during transmission by using Secure Sockets Layer (“SSL”) when receiving payment information through the Frightfind.com website. It is important for Provider to protect against unauthorized access to your password and your computer. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and Provider agrees to accept full responsibility for all activities conducted using Provider’s account on Frightfind.com.

SECTION 6

Registration Information

In connection with the Listing program, Provider is required to submit registration information. Frightfind.com may use such information to contact Provider regarding its listings and links. Frightfind.com 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 Frightfind.com, its affiliates or related parties. Notwithstanding anything to the contrary herein, Frightfind.com may transfer, sell or assign such information to third parties as a result of a merger, consolidation or combination of Frightfind.com with another entity.

SECTION 7

License

Provider hereby grants to Frightfind.com a worldwide, limited, non-exclusive, non-transferable, royalty-free license to: (i) reproduce, distribute, transmit, display, perform, download, cache, store on its servers, and otherwise use Provider’s listings and submissions, and any portion thereof, including, without limitation, the trademarks, trade names, service marks and logos set forth therein, or as otherwise specified in writing by Provider (collectively the “Provider Marks”), for purposes of providing the services covered by this Agreement; and (ii) incorporate in Frightfind.com’s sites links provided by Provider as part of its listings and submissions.

SECTION 8

Warranty Disclaimer

NEITHER FRIGHTFIND.COM 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. FRIGHTFIND.COM’S OBLIGATIONS UNDER THIS AGREEMENT ARE SUBJECT TO DELAYS CAUSED BY WAR, TERRORISM, ACT OF GOD, EMBARGOES, OR ANY OTHER CIRCUMSTANCES BEYOND FRIGHTFIND.COM’S REASONABLE CONTROL. PROVIDER ACKNOWLEDGES THAT FRIGHTFIND.COM’S SITE IS OPERATED ON AN ‘AS IS’, ‘AS AVAILABLE’ BASIS, AND THAT NEITHER FRIGHTFIND.COM 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.

SECTION 9

Limitation of Liability

IN NO EVENT SHALL FRIGHTFIND.COM 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 FRIGHTFIND.COM’S LIABILITY FOR ANY REASON WHATSOEVER EXCEED ONE HUNDRED DOLLARS.

SECTION 10

Privacy

In no event shall Provider collect, or cause or permit the collection of, any Personal Information (as defined below) from users of Frightfind.com’s site while such users are browsing or viewing Frightfind.com’s sites, or place any file or code, including cookies, on the personal computers of users of Frightfind.com’s sites while such users are browsing or viewing Frightfind.com’s sites. Frightfind.com’s privacy policies shall apply to users of Frightfind.com’s Web Site while users are browsing or viewing Frightfind.com’s site, and Provider shall comply with same. Frightfind.com shall own all information relating to user access to Frightfind.com’s site, including, but not limited to, all Personal Information, demographics and usage information gathered therefrom. “Personal Information” includes an individual’s name, address, e-mail address, age, date of birth, credit card or other financial information, or any other contact or personal information about an individual or from which the personal information about an individual can be derived.

SECTION 11

Intellectual Property Rights

Provider agrees that Frightfind.com retains all right, title and interest in and to Frightfind.com’s technology, services and other intellectual property rights. Provider agrees that it will not reproduce, distribute, alter, modify, copy, edit, format, create derivative works of or otherwise use any materials, content or technology provided by Frightfind.com, except as explicitly provided herein or approved in advance in writing by Frightfind.com.

SECTION 12

Miscellaneous

12.1     Reservation of Rights.  Frightfind.com reserves the right, in its sole discretion, to (i) remove Provider’s Listing and/or cancel Provider’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 Frightfind.com Directory or website.

• Receipt of Notices. Receipt times of all submissions, notices and other correspondences and transactions via the Frightfind.com site are measured based on receipt by Frightfind.com’s servers.
• Governing Law; Complete Agreement. This Agreement: (a) shall be governed by and construed in accordance with, the laws of the State of Washington, 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.
• Waivers. All waivers hereunder by Frightfind.com must be expressly made in writing.
• Modification; Severability. 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.
• Venue. Exclusive venue for all disputes arising out of or related to this Agreement shall be the state and federal courts located in Pierce County, Washington, and each party hereby irrevocably consents thereto.
• Assignment. Any rights or obligations hereunder may not be transferred or assigned by Provider without the prior written consent of Frightfind.com. Frightfind.com may freely assign and delegate the Agreement and any of its rights and obligations hereunder.