This Terms and Conditions (“Agreement”) is an agreement between ConcreteIron Inc.(“CI”) and the party (“Customer”, “Client”, “Member”, “you”, “your”), and applies to all services (“Services”) ordered by Customer from CI. BY COMPLETING THE SIGNUP PROCESS, YOU AGREE TO BE BOUND BYTHE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE. YOUR CONTINUED USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. CI reserves the right to terminate this Agreement for any reason or no reason. CI reserves the right to refuse service to anyone. Customer Services Customer Services will include one or more than one of the following services provided by CI:
1. Classifieds Advertising
2. Banner Advertising
3. Membership Discount Programs
4. Site Content
ConcreteIron grants you permission (which may be revoked at any time for any reason or no reason) to view this website and to download, email, share via social networking or print individual pages from this website in accordance with these Terms and Conditions and solely for your own personal, non-commercial use, provided you do not remove any trademark, copyright or other notice contained on such pages. No other use is permitted. You may not, for example, incorporate the information, content, or other material in any database, compilation, archive or cache. You may not modify, copy, distribute, re-publish, transmit, display, perform, reproduce, publish, reuse, resell, license, create derivative works from, transfer, or sell any information, content, material, software, products or services obtained from this website. Unless specifically authorized by ConcreteIron, you may not deep-link to our website for any purpose or access our website manually or with any robot, spider, web crawler, extraction software, automated process or device to scrape, copy, or monitor any portion of this website or any information, content, or material on this website. ConcreteIron reserves all of its statutory and common law rights against any person or entity who violates this agreement. You may not link or frame to any pages of this website or any content contained therein, whether in whole or in part, without prior written consent from ConcreteIron. You may like or follow ConcreteIron or share links to this website via social networking technology referenced on the Sites. Any rights not expressly granted herein are reserved.
CI may take corrective action with or without notice, including removal of all or a portion of the Member Content, disconnection or discontinuance of any and all Services, or termination of this Agreement in the event of notice of possible violation by Customer of this Agreement, violation of our Service Usage Policy, non-payment, or charge backs. Customer agrees that CI shall have no liability to Member due to any Corrective Action that CI may take. Customer also agrees that CI will not provide any refunds of any fees paid by Member prior to Corrective Action.
Policy Amendments and Modifications
CI may amend or modify this Agreement or the Service Usage Policy at any time in its sole discretion. Customer shall be bound by any such modification. CI may, but is under no obligation to, provide notice of any modification of this Agreement or the Service Usage Policy. Any modification is effective upon posting on CI’s website. If you continue to use the Services following effectiveness of the modification, your continued use will mean that you have accepted that modification. Please periodically check the on-line policy to assure understanding and awareness of changes.
CI reserves the right to amend its service offerings and add, delete, suspend, or modify the Services at anytime, and to determine whether and when any such changes apply to both existing and future customers.
Term and Termination
Services will commence the date the order was placed on the website and continue for the duration of the term as specified in the specific item transaction detail. Thereafter, recurring services will automatically renew for successive terms of equal length unless the Service is terminated by either party. Customers may cancel any active subscription by:
Fees, Taxes, and Payment
Services are provided on a pre-pay basis. Customer will pay to CI the selected Banner Ad Fees, Classifieds Ad Fees, Selected Ad Options Fees and Selected Membership Fees in accordance with CI’s fee schedule as displayed on the applicable ad category selection page and ad creation pages during the ad/banner creation process. All fees are fully earned when due and nonrefundable when paid. Service Fees for renewal periods after the Initial Term shall renew automatically at the end of the current period. If any transaction is declined for any reason, CI will notify the Customer and request it to be corrected. If corrective action is not taken within 3 business days, CI will immediately suspend the Customer Service until the matter is resolved. Suspended accounts/subscriptions will be subject to the conditions listed under the stated Account/Subscription Reactivation section. CI will bill Customer $35.00 for any credit card chargeback received. Customer may cancel any service prior to the end of the current billing period. Customer must cancel via the stated procedures listed under Term and Termination. The Service Fees charged to the customer include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority with respect to the Services or any software provided hereunder.
Special Offers Through Promotion Code
CI may from time to time, at its sole discretion, offer special limited time offers using a Discount Code. These special offers are only available during the time period when the Promotion Code is valid. Customer acknowledges that any promotions offered via Promotion Codes are not retroactive and do not apply to accounts that have been signed up previously at a time when the Promotion Code was not valid. Customer also acknowledges that early termination of the account renders promotions null and void, where upon regular rates will apply to the account.
Customer Representations and Warranties
Customer represents and warrants to CI that during the Term that Customer owns, is a valid licensee, or has the right to use the Member Content, including all text, graphics, and audio, and the use, reproduction, distribution and transmission of the Member Content and any information and materials contained therein does not, and will not: (i) infringe any copyright, trademark, or any other proprietary right of a third party, (ii) violate any criminal laws and will only be used for lawful purposes, (iii) constitute false advertising, unfair competition, defamation, an invasion of privacy, violate a right of publicity or violate any other law or regulation, or (iv) contain and will at all times remain free of computer viruses, worms, Trojan horses, and other malicious code, (v) contain, or provide links to, pornographic material, or “hate” sites. Customer further represents and warrants to CI the expected outcome of Power Listing, SEO, PPC, SMM, REA, MDEV, or Mobile Apps cannot be guaranteed nor is any guarantee implied. CI makes its best efforts to deliver service results, but the final outcome is beyond the control of CI.
If Customer is engaged in Classifieds Advertising Activity, they are solely responsible for: (i) the accuracy and appropriateness of the Ad Content, (ii) ensuring that Member Content does not infringe or violate upon the rights or copyrights of any third party or individual. Any feedback, data, answers, questions, comments, suggestions, idea or the like which Customer sends to CI relating to the Services will be treated as being non-confidential and non-proprietary. CI may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever.
Disclaimer of Warranty
Customer agrees to use all Services and any information obtained through or from CI, at Customer’s own risk. Customer acknowledges and agrees that CI exercises no control over, and accepts no responsibility for, the content of the information passing through CI’s host computers, network, or the Internet, including Third Party Services. THE SERVICES ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. NONE OF CI, ITS PARENT, SUBSIDIARY OR AFFILIATED CORPORATIONS, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, LICENSORS OR THE LIKE (“CI PERSON”) MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES OR ANY EQUIPMENT CI PROVIDES. NO CI PERSON MAKES ANY WARRANTIES THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTIES AS TO THERESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES ORMERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. CI IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATATRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER’S USERS VIA THE SERVICES PROVIDED BY CI. NO ADVICE OR WRITTEN INFORMATION GIVEN BY ANY CI PERSON WILL CREATE A WARRANTY; NOR MAY YOURELY ON ANY SUCH INFORMATION OR ADVICE. The terms of this section shall survive any termination of this Agreement.
Customer agrees to indemnify, defend and hold harmless CI and its parent, subsidiary and affiliated companies, and each of their respective officers, directors, employees, shareholders and agents (“Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings, and expenses (including attorney fees) threatened, asserted, or filed by a third party against any of the Indemnified Parties arising out of or relating to: (i) Customer’s use of the Services, (ii) any violation by Customer of the Service Usage Policy, (iii) any breach of any representation, warranty, or covenant of Customer contained in this Agreement, or (iv) any acts or omissions of Customer. The terms of this section shall survive any termination of this Agreement.
Limitation of Liability
Customer agrees that no CI Person, under any circumstances, shall be held responsible or liable for situations where the Services are accessed by third parties through illegal or illicit means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to CI at the time) which may exist in the Services or CI’s equipment used to provide the Services. Under no circumstances, including negligence, shall any CI Person be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, data or use by Customer, any of its users, or any other third party, whether in an action in contract or tort or strict liability or other legal theory, even if CI has been advised of the possibility of such damages. No CI Person shall be liable to Customer, any of its users, or any other third party, for any loss or damage that result or are alleged to have resulted from the use of or inability to use the Services, or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, viruses, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to CI’s records, programs, equipment, or services. IN NO EVENT WILL CI’S LIABILITY IN CONNECTION WITH THE SERVICES, ANY SOFTWARE PROVIDED HEREUNDER OR ANY ORDER, WHETHER CAUSED BY FAILURE TO DELIVER, NONPERFORMANCE, DEFECTS, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE AGGREGATE ACTUAL SERVICE FEES PAID TO CI BY CUSTOMER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY . CI CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THEINTERNET. CI WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANYCORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR IN ADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM. CI performs regular and prudent data backups, however, subscribers should export their contact lists and critical files periodically. Customer understands, acknowledges and agrees that if CI takes any corrective action under this Agreement because of an action of Customer or its website users, Customer agrees that CI shall have no liability to Customer due to such corrective action by CI. The terms of this section shall survive any termination of this Agreement.
Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, acts of government or other legal order, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party toper form its obligations hereunder.
Governing Law, Jurisdiction, and Arbitration
This Agreement shall be governed in all respects by Texas law without regard to the conflict of law provisions thereof. Both parties submit to personal jurisdiction in Texas. Any controversy or claim arising out of, relating to or in connection with this Agreement, or the breach thereof, shall be subject to arbitration administered by the American Arbitration Association (“AAA”) in accordance with its then existing Commercial Arbitration Rules (“AAA Rules”) and judgment upon the award rendered by the arbitrator maybe entered in any court having jurisdiction thereof. The place of arbitration shall be Fort Worth, Texas, or any other place selected by mutual agreement of the parties. An award rendered in connection with an arbitration pursuant to this Section shall be final and binding upon the parties and the parties agree and consent that the arbitral award shall be conclusive proof of the validity of the determinations of the arbitrations set forth in the award, and any judgment upon such an award may be entered and enforced in any court of competent jurisdiction. The parties agree that the award of the arbitral tribunal will be the sole and exclusive remedy between them regarding any and all claims and counterclaims between them with respect to the subject matter of the arbitrated dispute. The parties hereby waive all in person and jurisdictional defenses in connection with any arbitration hereunder or the enforcement of an order or award rendered pursuant thereto. In any legal action, the prevailing party will be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs and reasonable attorney’s fees. The terms of this section shall survive any termination of this Agreement.
Assignment and Successors
Customer may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of CI. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. CI may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Customer. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Entire Agreement and Severability
This Agreement represents the entire agreement between the parties, and supersedes all previous agreements. All rights and restrictions contained in the Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect. Customer hereby represents that they are either, an individual entering this Agreement for their personal use and is of legal age to execute this Agreement, or a corporation, limited partnership or other legal entity, validly existing under the laws of the state of its organization and the person acting on behalf of Customer is authorized to execute this Agreement on behalf of Customer.