This agreement sets forth the terms and conditions related to the use of Autism Friendly Locations online directory (the Directory), also referred to as AutismFriendlyLocations.com, which is the property of Autism Center of Tulsa, 501(c)3 an Not for Profit Organization (“Publisher”),
has created a business that allows Customers and end users to benefit by using the Directory and its services and benefits in their market area. Customer desires to purchase Directory Listing space (Advertising) from Publisher under the following terms and conditions:
TERMS OF THE AGREEMENT
Right to Use Trademarks and Photographs; Permits and Licenses: No Endorsement; Indemnification:
Customer represents and warrants that it has the right to use any trademark, trade name, or copyrighted material included in any Listing or copy submitted to Publisher. Customer also represents and warrants that it has the right to use any artwork, portrait, picture or illustration of a person shown in any copy submitted to Publisher. Customer will notify Publisher, in writing, if Customer should cease to have any such right. Customer assumes sole responsibility for the protection of its intellectual property rights in any writing, pictorial illustration, design, map, photograph, or combination thereof, included in its print advertising or the Internet Services.
Customer represents and warrants that it holds all necessary permits and licenses to provide the products and services identified in its advertising to appear under the heading classification(s) selected by advertiser. Customer agrees that it is responsible for ensuring that its advertising comply with any laws or regulations that may be applicable to its business. Customer understands and agrees that Publisher does not approve or endorse any of Customer's products or services, whether or not identified in Customer's advertising.
Customer agrees to indemnify Publisher (and its employees, affiliates and agents) against, and hold Publisher (and its employees, affiliates and agents) harmless from, all liability, claims demands, suits or causes of action, whether or not partially attributable to the negligence of Publisher, and will pay all expenses, including reasonable attorney fees, settlements, and/or judgments, incurred by Publisher in the defense thereof, arising out of Customer's breach or alleged breach of the foregoing representations and warranties.
Successors and Assigns; Entire Agreement: Customer acknowledges having entered into this agreement without relying upon any promises, statements, estimates, representations, warranties, conditions or other inducements, expressed, implied, oral or written, not specifically set forth herein. This agreement contains the entire understanding between the parties and shall bind the parties and their respective successors and assigns. Customer may not assign its rights hereunder without the prior written consent of Publisher, and no such assignment shall relieve Customer of its liability hereunder.
Sales Representative Not Authorized to Make Changes: The sales representative of Publisher has no authority to make any changes in this agreement or to commit Publisher in any manner whatsoever in contradiction to the provisions expressly set forth in this agreement.
Miscellaneous: A. The individual signing this agreement on behalf of Customer represents and warrants that he or she is authorized to sign as an owner, officer, partner, or employee of Customer and that he or she is empowered to bind Customer to the terms and conditions contained herein. B. This agreement shall be governed by, and interpreted in accordance with, the laws of the state in which Customer maintains its principal place of business. C. Prices do not include federal, state and local sales, use, excise or gross receipts taxes, if applicable, and Customer agrees to pay or reimburse Publisher for such taxes. D. If any provision of this agreement is held to be unenforceable, such holding shall in no way invalidate any other provision hereof, and this agreement shall remain in full force and effect. E. This agreement may be executed and delivered in any number of counterparts, and all such counterparts shall constitute the same instrument. Customer understands and agrees that an authentic copy or electronic reproduction of this agreement shall have the same force and effect as an original counterpart. F. This agreement supersedes any other verbal or written agreement between Customer and Publisher. This agreement may not be changed except by a writing signed by an authorized signatory of Customer and Publisher. G. IN ANY LEGAL PROCEEDINGS RELATED TO THIS AGREEMENT, PUBLISHER AND CUSTOMER HEREBY AGREE TO WAIVE ANY RIGHTS THEY MAY HAVE TO PARTICIPATE IN ANY CLASS, GROUP OR REPRESENTATIVE PROCEEDING, AND PUBLISHER AND CUSTOMER HEREBY AGREE TO WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY.
Authority; Persons Obligated; Signer Obligated: The signer agrees that he/she has the authority and is signing this agreement (even if only electronically) by entering payment information and agreeing to the terms and conditions and then authorizing a processing of payment (1) in his/her individual capacity, (2) as a representative of the Customer, and (3) as a representative of the entity identified in the advertisement or for whose benefit the advertisement is being purchased (if the entity identified in the advertisement is not the same as the Customer or the signer). By his/her execution of this agreement whether in writing or electronically, the signer personally and individually undertakes and assumes, jointly and severally with the Customer, the full performance of this agreement, including payment of amounts due hereunder.
Listing Fees and Method of Payment:
Fees for Directory Listing - By accepting these Terms and Conditions, the Customer expressly agrees to pay the fees and pricing for the services requested. Payment – The Annual Listing Fee is payable via an automatic annual debit to the Customers Visa, Mastercard, Discover or American Express credit card. Approval of this agreement authorizes such payment to AFL DIRECTORIES. Rates are determined by the Publisher according to the number of listings requested and available to the Customer. The cost assessed is a $100 account setup fee, which is non-refundable. The cost to the Customer for the first Listing to be published is $249 annually with each additional Listing published at a rate of $100 annually. Customer must establish and retain a valid credit card to be automatically billed by AFL Directories. Customer authorizes Autism Center Tulsa, AFL Directories, or their merchant services provider, to store Customer’s financial information for the purpose of facilitating payment to AFL Directories. It is the Customer’s responsibility to notify AFL Directories, in writing, of any changes or updates to Customer’s payment information, and Customer is solely responsible for its failure to do so.
All fees must be paid in United States dollars. All fees are due in accordance with the agreed upon fee schedule, or immediately upon Customer’s receipt of invoice, as applicable. Customer agrees that any setup fees are nonrefundable.
Renewal Terms: This agreement automatically renews every year. Customer may terminate this Agreement at any time with 30 days notice. The Publisher may not terminate this agreement for any reason other than: A) Non-payment; failure to pay within 30 days of due date, or B) Determination that Customer has used the Directory improperly, illegally, or in a manner detrimental to Publisher. Late Payment: Payments made by billing of a credit card are intended in part to avoid the inconvenience and cost to both parties of late or missed payments. However, it is Customer’s responsibility to ensure that Publisher has the most up-to-date credit card or bank account information, and that such methods are viable for payment of the fees due to Publisher for the service. In the event of a failure of the payment method provided by the Advertiser to AFL Directories and the payment is made later than the due date, such late payments are subject to a late fee equal to $25. In addition to late fees, Customer agrees to pay all attorneys fees, court costs, or any other related costs incurred by AFL Directories in an effort to collect any late or delinquent payments.
RECURRING PAYMENTS TERMS All payment for Advertising services will be paid in advance on an annual basis.
Following the current contract term for any particular Advertising Service, this Agreement with respect to such Advertising Service shall automatically renew for successive one-year terms on the anniversary date of Customer’s initial acceptance of these Terms and Conditions. Customer may cancel the automatically recurring payment by providing notice to AFL Directories, in writing, by emailing Customer’s name, business name, email address, phone number, physical address, and domain, to info@AutismFriendlyLocations.com, with “Cancel Service” in the subject line. Provided such notice is received by AFL Directories no later than twenty (20) business days in advance of the date on which the next automatically recurring payment is scheduled to be made, then the next automatically recurring payment will be cancelled and the service terminated at the end of the then-current term. In the event such notice is received closer than twenty (20) business days to the next automatically recurring payment, then the next automatically recurring payment will still be made as a final payment, the service shall continue for an additional renewal term, and termination will instead occur at the end of that additional renewal term.
No pro-rated refunds for partial terms or months will be provided. Construction: This Agreement expresses the entire understanding between the parties and may not be modified, except by an Agreement in writing signed by the parties hereto. This Agreement shall be construed in accordance with the substantive laws of the State of Oklahoma. Jurisdiction and venue for any action at law under this Agreement shall lie exclusively in Tulsa County, Oklahoma.
Service: Customer understands that the Publisher is not responsible for any loss or interruption of service due to events beyond the control of the Publisher and agrees that Publisher shall have no monetary or other responsibility for any loss or damage suffered by the Customer, whether actual, consequential or otherwise, resulting from or connected to events beyond the control of the Publisher. Customer’s right to use Autism Friendly Locations and its Trademarks shall terminate automatically upon the termination of the Customers Listing.
Warranties: CUSTOMER ACKNOWLEDGES AND AGREES THAT THERE ARE NO WARRANTIES, GUARANTEES, CONDITIONS, COVENANTS OR REPRESENTATIONS BY PUBLISHER AS TO THE MARKETABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHER ATTRIBUTES OF THE DIRECTORY, WHETHER EXPRESSED OR IMPLIED, IN LAW OR IN FACT, OR ORAL OR WRITTEN.
8585 S. Yale Suite 410 Tulsa, OK 74136