2. SITE CONTENT
Unless otherwise noted, all materials, including images, illustrations, designs, icons, photographs, video clips, and written text that appear as part of this Site (collectively, the "Contents") constitute, as applicable, copyrights, trademarks, trade dress and/or other intellectual properties owned, controlled or licensed by KY SIU. Whether or not there is a copyright notice on the site, you agree that by using this Site that the Site as a whole is protected by copyright and trade dress, all worldwide rights, titles and interests in and to which are owned by KY SIU.
Other than as used for the purchase of merchandise from our site and the advertising by our Members, the Contents of our Site, and the Site as a whole, are intended solely for your personal, noncommercial, use. You may download or copy the Contents and other downloadable materials displayed on the Site for your personal and non-commercial use only. No other right, title or interest in any Contents, including downloaded materials or software, shall be transferred to you as a result of any such downloading or copying. Except as explicitly noted herein, and without explicit written approval, you may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Contents, the Site, or any related software. For permission and a limited license to (re)distribute any KY SIU content, please contact us at firstname.lastname@example.org.
3. NOT A REFERRAL SERVICE; NO LEGAL ADVICE OR ATTORNEY-CLIENT RELATIONSHIP
Your use of information on the Site or materials linked to the Site is entirely at your own risk. We do not warrant or guarantee the accurateness, completeness, adequacy or currency of the information contained in or linked to the Site. While we take numerous steps to validate the qualifications of the members within our trusted network that advertise on the Site, we recommend you perform your own investigation and due diligence on these references, including by, for example, checking references of companies displayed on our site with the Better Business Bureau before making any decision to retain one of the service providers displayed on the Site. To the extent that this Site contains links to outside services and resources, the availability and content of which KY SIU does not control, any concerns regarding any such service or resource, or any link thereto, should be directed to the particular outside service or resource. Information contained on or made available through the Site is not intended to, and does not, constitute legal advice and no attorney-client relationship shall be created as a result of your use.
4. USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
Other than our Members' profile information relating to their business(es), all comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted or offered to KY SIU, whether on or via this Site, or otherwise disclosed, submitted or offered in connection with your use of this Site (collectively, "Comments"), shall be and remain the property of KY SIU. Such disclosure, submission or offer of any Comments shall constitute an assignment to KY SIU of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Comments. Thus, KY SIU will own exclusively all such rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Comments. KY SIU is and shall be under no obligation (i) to maintain any Comments in confidence; (ii) to pay to user any compensation for any Comments; or (iii) to respond to any user Comments.
You agree that no Comments submitted by you to the Site will violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s). You further agree that no Comments submitted by you to the Site will be or contain libelous or otherwise unlawful, abusive or obscene material. You are and shall remain solely responsible for the content of any Comments you make.
You agree that KY SIU may use and/or disclose information about your demographics and use of the Site in any manner that does not reveal your identity.
5. KY SIU'S COMMUNICATIONS TO YOU
7. APPROPRIATE CONDUCT
8. SOFTWARE AND UPDATES
9. THIRD PARTY MATERIAL
The Site may contain links to third-party websites ("Third-Party Sites") and third-party content ("Third-Party Content"), which are provided as a service to End Users interested in the information and/or in connection with End User's use of the Site. End User understands and agrees that his/her use of such links is at his/her own risk. The links are provided as a convenience only and their inclusion does not imply an endorsement, adoption or sponsorship of, or affiliation with, such Third Party Sites or Third Party Content. KY SIU accepts no responsibility for reviewing changes or updates to the Third Party Sites or Third Party Content. In addition, KY SIU is not responsible for the quality, content, policies, nature or reliability of the Third Party Sites or Third Party Content linking to the Site. End User understands and agrees that when he/she leaves the Site by clicking on a link to a Third Party Site, KY SIU's terms and policies no longer govern and it is his/her responsibility to review applicable terms and policies of the Third Party Site before proceeding with any transaction with any third party.
10. DISCLAIMER, LIMITATION OF LIABILITY, AND INDEMNITY
11. MEMBER AND ADVERTISER TERMS
The following terms contained in this Section 11 shall solely govern the Members participation in the trusted network of service providers displayed on the Site as well as paying for advertising. Member agrees that these terms will govern his, her or its participation as a member in the KY SIU trusted network via which Member will display its business profile and/or related information via the Site and/or KY SIU's content distribution network and/or as an advertiser (the "Advertisement") and any Collateral Information (as defined below) to KY SIU for placement on KY SIU's Sites. Members may, but are not required to, consent to additional terms contained in a Quote, either electronically or in writing which may contain: (a) the nature and scope of the Membership and/or Advertisement, (b) the rate for such Membership and/or Advertisement; (c) whether the Membership and/or Advertisement will be paid for on a month-to-month basis (a "Monthly Payment Method") or paid in advance for a one year term (an "Annual Payment Method Advertisement"); (d) the start date, and for Annual Payment Method Advertisements the end date, of the campaign concerning the Advertisement and (e) any other relevant description of the Advertisement and associated campaign. Rankings and placement of any Advertisement may be changed at any time and will not be guaranteed. Acceptance of a Quote by KY SIU will be made upon written or electronic approval of the Quote by KY SIU and/or the display of the first ad impression by KY SIU, unless otherwise agreed upon in the IO. With respect to any Member's paid advertising on the Site, in the event of a conflict between the terms of Section 11 and any other Section of the Terms of Service, Section 11 shall govern.
11.1 Placement. KY SIU will use all reasonable efforts to provide Member with conspicuous placement on the Site so that, consistent with the scope of the applicable IO, an Advertisement is provided on the Site specified within the IO when such Site is called up by an End User; provided, however, KY SIU may at its sole and absolute discretion (a) add to or change the placement of Advertisements appearing on its Site, and/or (b) change its advertising structure to "cpc" or "bid model" or "new ad real estate."
11.2 Representation. The Member represents that the Member has the authority to enter into this Agreement, and that it is the owner of the entire contents and subject matter contained in the Advertisement, or is licensed to use the entire contents and subject matter contained in the Advertisement and collateral information, including, without limitation to the names and/or pictures of persons, any copyrighted material, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services, any testimonials, descriptions or endorsements contained in any Advertisement submitted to KY SIU (collectively, the "Collateral Information"). Member hereby grants to KY SIU a nontransferable, nonexclusive, worldwide royalty-free license during the term of this Agreement, solely for the purpose of performing this Agreement, to (a) copy, store, use, publicly display, and transmit the Advertisement (including the Collateral Information), and (b) display Member's trademarks and logos contained in the Advertisement.
11.3 Misleading Advertisement. The Member shall not include any advertising on KY SIU web page that is misleading, unfair or deceptive, or that otherwise does not comply with all applicable laws and regulations. The Member shall indemnify KY SIU and hold KY SIU harmless against all Losses arising out of the Member's breach of this clause.
11.4 Advertising Materials. It is Member's obligation to submit the materials for each Advertisement (defined as artwork, active URL's and active target site) in accordance with KY SIU's existing criteria or specifications (including content limitations, technical specifications and material due dates) as defined by KY SIU to Member. Any specifications stated on any Quote supersedes any posted or formally discussed specification. If advertising materials are late, Member is still responsible for the advertising purchased. KY SIU reserves the right, within its discretion, to reject any materials received in connection with any Advertisement that do not comply with its policies, criteria, specifications, or any applicable law. If material provided by Member is damaged or otherwise unacceptable to KY SIU for any reason, KY SIU shall notify Member of the deficiencies in the materials, and unless revised to KY SIU's satisfaction, KY SIU shall have the authority to unilaterally terminate this Agreement.
11.5 Limitation of Liability. KY SIU's liability in connection with this Agreement and the publication of Advertisements by or on behalf of KY SIU will be limited to the fees paid by Member under this Agreement. KY SIU's inability to perform any of its obligations under this Agreement due to equipment failure, periodic maintenance, or any cause beyond KY SIU's control, including interruption of transmissions, viruses, network congestion, or any other cause, will not constitute a breach of this Agreement, and KY SIU's obligations hereunder will be suspended during the time period during which any such force majeure event occurs. If KY SIU is unable to place the Advertisements in accordance with the agreed description in the Quote because of any act or omission by Member or Member's agents, KY SIU will still be entitled to full and timely payment of all fees relating to such Advertisements. In no event will KY SIU be liable to Member for any lost revenues or profits, or any incidental, consequential, special, or punitive damages arising out of this agreement or its termination.
11.6 Payment/Credit Cards. Member agrees to pay all fees, agency commissions and taxes related to the placement of the Advertisements on the Site set forth in the Quote on the date the order is placed for both Monthly Payment Advertisements and Annual Payment Method Advertisements, and with respect to Monthly Payment Method Advertisements only, thereafter on the first day of month during each month this agreement remains in effect; provided, however, in all cases KY SIU retains the right to adjust its rates upward periodically. The preferred manner of payment will be to bill the credit card of the Member using the credit card information furnished by the Member on the Quote (both for the initial payment and any applicable subsequent monthly payments); provided, however, if payment is not received within 7 business days of its due date, Member's credit card is cancelled, the information furnished by the Member with respect thereto changes without prior notification to and acceptance thereof by KY SIU, or Member's credit rating becomes questionable, KY SIU, at its option, may immediately terminate the Agreement. In the event that Member pays any amounts due hereunder with a credit card and the issuer of the credit card fails to pay the amounts authorized by Member, Member shall immediately remit full payment to KY SIU plus any interest due on the outstanding amounts, calculated at the rate set forth below. In addition, if Member pays any amounts due hereunder with a credit card and the issuer of the credit card seeks to recover from KY SIU any amounts received by KY SIU from the issuer, Member shall immediately remit to KY SIU all amounts necessary to comply with the issuer's request and any costs and expenses incurred by KY SIU. At all times, Member shall be liable to KY SIU for all legal fees and costs and other costs of collection fees from Member or arising out of or related to disputes involving the Member or its credit card issuer. Interest will accrue on any past due amounts at the rate of one per cent (1%) per month, but not in excess of the lawful maximum. KY SIU shall have the right to hold the Member and/or its agency or agent jointly and severally liable for all amount due concerning any of the foregoing matters. In the event a Member terminated his, her or its relationship with KY SIU, KY SIU has a right to charge a reinstitution fee to reinitiate such membership.
11.7 Term/Termination. The term of membership under this Section 11 shall continue in effect for the term defined in the IO, unless earlier terminated by KY SIU by giving Member thirty (30) days' written notice of its intent to terminate. Further, KY SIU may immediately terminate this Agreement and remove the Advertisements from the Site if (i) Member has breached the terms of the Terms of Service or IO, (ii) KY SIU reasonably believes that such Advertisements violate any of Member's representations under this Agreement, (iii) Member has received complaints from End Users, or (iv) if required as a precondition to the sale of KY SIU or any of its Sites to a third-party purchaser or for any other reason determined by KY SIU. Member may cancel this Agreement as it pertains to any Monthly Payment Method Advertisement at any time with a 30 day written notice by email to email@example.com. Member may not cancel an Annual Quote under any circumstances prior to the end of the term of his, her or its Membership. Member will be contacted prior to the end of annual agreement regarding renewal.
11.8 Other Services. KY SIU may offer or provide certain ancillary services to Members from time-to-time, including, for example, search engine marketing, search engine optimization (SEO), its branded products such as KY SIU Local, Sales Booster, Google Adwords and other consulting services. All such services shall be subject to the following:
- Payments shall be made in accordance with the applicable IO;
- KY SIU represents and warrants that it has the requisite skills and experience to perform such services, and will use its good faith to do so; however, no specific results are guaranteed;
- KY SIU shall act in the capacity of an independent contractor and not an employee, agent, partner of other capacity;
- During the term of any such Quote and for one year after, Member shall not offer, or assist any others in offering, employment to any employee or attempt, directly or indirectly, any employee from terminating his or her employment with KY SIU.
12. TERMS FOR SERVEMANAGER END USERS
12.1 Pricing. The following terms contained in this Section 12 shall solely govern End Users' use of the KY SIU property, ServeManager, located at the URL: http://www.servemanager.com ("SM Site"). ServeManager is made available on a pay-as-you-go basis. End Users may try ServeManager risk free for fourteen (14) days which may be extended in KY SIU's sole and absolute discretion (the "Trial Period"). End Users may or may not be required to provide a credit card for the Trial Period, but will be required to provide one if they elect to continue with a paid plan after the Trial Period. The paid plans and corresponding monthly rates can be found on the pricing schedule under the "Pricing" tab on the SM Site. Among other factors, monthly rates are determined by End User's number of jobs per month. By providing a credit card and electing a paid plan, End User acknowledges and agrees that End User's credit card will be charged the applicable rate in advance on a monthly basis and will continue to be billed every month thereafter until End User cancels the service by contacting customer service.
In the event End User's number of monthly jobs decreases such that End User's needs require a different paid plan, End User must contact customer service to request the change. In the event End User's number of monthly jobs decreases such that a paid plan with a lower rate is required, End User understands and agrees that no refund will be given for the downgrade. End User's credit card will be charged at the lower rate the following month and continuously thereafter until another paid plan change is requested or service is cancelled. In the event End User's number of monthly jobs increases such that a paid plan with a higher rate is required, End User acknowledges and agrees that End User's credit card will be charged the difference between the current rate and the higher rate on a pro rata basis for the month in which the change is requested. In addition, the credit card will be charged the higher rate the following month and continuously thereafter until another paid plan change is requested or service is cancelled.
End User understands and agrees that there will be no refunds or credits for partial months of service, downgrade refunds or refunds for months unused with an open account. Fees for all services, including but not limited to monthly fees, are subject to change upon notice. Such notice may be provided by an email message or in the form of an announcement on the SM Site. In addition, special pricing may apply for End Users with an exceptionally high number of jobs per month.
12.2 Data and Cancellation. End User understands that all information, data, text, software, graphics, messages or other materials ("Data") are the sole responsibility of the person from which such Data originated. KY SIU reserves the right, but shall have no obligation, to pre-screen, flag, filter, refuse, modify or move any Data available via ServeManager. End User understands and agrees that KY SIU is not responsible for any sensitive Data that End User shares with others in any upload, post, transmission or other format whatsoever via ServeManager.
In the event of cancellation, End User acknowledges and agrees that KY SIU may retain all Data transmitted or uploaded through ServeManager. However, End User may request release or deletion of the Data, in some circumstances. To the extent End User has shared Data with another party using the SM Site, such Data cannot be deleted by KY SIU. In addition, Data cannot be deleted by KY SIU when a third party process server ("Third Party Server") is used. End User understands and agrees that job requests transmitted through ServeManager may be forwarded to a Third Party Server for processing. The Third Party Server may add notes, data, service attempts or other job related information to the job request. In such case, the information in the job request belongs to both KY SIU and the Third Party Server and, consequently, the job request, including End User's Data, cannot be deleted by KY SIU. In situations where Data can be deleted by KY SIU and End User requests deletion of his/her Data, End User understands and agrees that the Data will be deleted in a reasonable amount of time and once deleted it cannot be recovered.
If End User requests release of the Data, the Data may be transmitted digitally, or copied to write-once media and delivered to End User by courier in an unencrypted format. KY SIU makes no guarantees as to the formatting of the delivered Data. KY SIU reserve the right to charge a fee for transmission and delivery of the Data.
End User understands and agrees that a request for deletion or release of the Data must be made at the time of cancellation of service. End User is responsible for properly cancelling service and may do so with thirty days prior notice made to customer service. If End User cancels service before the end of the current paid up month, End User's cancellation will take effect immediately, no refund will be given and End User will not be charged again.
13. TERMS FOR DOMAIN NAME LEASING
13.1 Ownership of Domain During Leasing Period. The following terms contained in this Section 13 shall solely govern End Users' (for this section only, "Lessee") use of any Domain leased from KY SIU property
a. The Domain shall at all times be owned by and shall remain the property of KY SIU.
b. At all times, the Domain shall be and shall remain a separately identifiable personal property belonging to KY SIU.
c. KY SIU shall maintain the Domain's registration at a registrar of KY SIU's choosing.
d. Lessee shall not establish any liens and/or encumbrances on the Domain.
13.2 Lessee's Use of Domain During Leasing Period.
a. Lessee shall be entitled to unlimited usage of the Domain including, but not limited to the setting of DNS, website, email, FTP and any other normal usage of the Domain. However, Lessee shall be responsible for the cost of said services associated with the use of the Domain. Lessee shall not transfer or assign the Domain without the prior written consent of KY SIU.
b. Lessee shall control all aspects of the website design and management, although Lessee may, at its own expense, make any design or alteration to the website, provided, however, that such designs or alterations do not decrease the value of the Domain. Lessee will take all necessary steps to protect KY SIU's interest in the Domain. Lessee agrees that only properly authorized persons will use or have access to use the Domain.
c. Lessee agrees not to copy, duplicate, rent, lease, loan, or sell the website or the content or any software thereon if any. Lessee agrees not to sell, assign, sublicense, or otherwise attempt to transfer any right in the Domain, create derivative works or in any improper manner commercially exploit the website, in whole or in part.
e. At its own expense, Lessee shall maintain and keep the website in good working order and condition and make all necessary adjustments, repairs and replacements thereto to maintain the website on a regular basis.
f. Lessee shall not use and/or permit the Domain to be used for any unlawful purpose or for which the website is not designed or reasonably suitable.
g. Lessee shall comply with all governmental laws, regulations, requirements, and any mandated insurance requirements, if any, with respect to the use, maintenance and operation of the Domain and any websites located thereon.
13.2 Purchasing a Leased Domain Name - Please contact KY SIU if you would like to purchase a leased domain name.
14.2 Severability. The terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining terms of the Agreement will remain in full force and effect.
14.3 Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Kentucky, without regard to any conflict of law provisions. Any dispute arising under this Agreement shall be resolved exclusively by the state and federal courts located in Louisville, Kentucky.
14.4 Indemnification. In consideration of KY SIU's acceptance of such Advertisement and any Collateral Information, the Member, its agency (if applicable) and its agents will jointly and severally indemnify and hold KY SIU harmless against all loss, liability, claim, damage and expense of any nature (including legal fees) (collectively, "Losses"), at such time that any such Losses are incurred by KY SIU, arising out of (i) Member's Advertisement or the content thereof, any breaches of Member's representations or warranties in this Agreement, any allegation that the Advertisement is in violation of any law, infringes upon a third party's copyright, trademark, service mark, or other intellectual property right, or is defamatory or is obscene, (ii) KY SIU's display or sending of any Advertisement, including any of the copying, printing, distributing, or publishing of Member's Advertisement, or (iii) any negligence or willful misconduct of Member, or any sale or license of Member's goods or services to a third party from or relating to the Advertisement. Interest will accrue on unpaid Losses at the prime rate then published in the Wall Street Journal, in the event Member fails to pay the amount of KY SIU's Losses within 10 days of receiving notice requesting such payment.
Questions about the Terms of Service should be sent to us at:
KY SIU, Inc.
239 South 5th Street, Suite 1022
Louisville, KY 40202
Last Edited on 2015-07-01