Updated August 8, 2015
Commerce Publishing offers businesses and individuals access to services related to web development, search engine optimization and inbound marketing, including without limitation search engine optimization services. Collectively, we'll refer to these resources as the "Services" in this Agreement.
Commerce Publishing Services may be offered across a number of web domains, including, without limitation, commercepublishing.com, pageplop.com and a-listhosting. We'll refer to these domains as the "Sites" in this Agreement.
A User who pays for any portion of the Sites or Services shall be referred to as either a "Subscriber" or "Customer" in this Agreement.
The Services are available only to Users:
You agree to inform Commerce Publishing immediately upon learning of a security breach that relates to your account or a third party's improper use of the Services in connection with your account.
You agree that your rights in a subscription or use of any paid Services (including, for example, the ability to change a password associated with a Commerce Publishing account) may be dependent upon demonstrating that you have paid for the subscription or Service.
You acknowledge that if you sign up for any Services and pay via credit card, and Commerce Publishing cannot charge your credit card at renewal, Commerce Publishing may cancel your subscription and you may lose access to the Services and any data associated with your subscription.
While some Services may be paid for via invoice by mutual written agreement by you and Commerce Publishing, Commerce Publishing reserves the right to quote additional fees for invoiced accounts. If Commerce Publishing has entered into an invoicing relationship with you, the following terms apply unless superseded by written agreement: you agree to pay all undisputed invoices within 30 days. You agree that Commerce Publishing may charge interest of 1.5% per month for past due invoices, or the highest rate permitted by law, and you agree to be liable for reasonable attorney fees and collection costs arising from Commerce Publishing's efforts to collect on past due amounts; If you fail to pay an invoice, Commerce Publishing reserves the right to cancel your subscription or access to any Services and any data associated with your subscription or the Services.
You acknowledge that portions of the Sites and Services are publicly available or available to other Users and may be accessible by syndication programs (including data feed tools), search engines, metasearch tools, crawlers, metacrawlers, and other similar programs.
Any information, profiles, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials that a User uploads, publishes or displays on the Sites or in connection with the Services, whether publicly posted or privately transmitted, shall be referred to herein as "User Generated Content." Users assume the following obligations with User Generated Content:
Commerce Publishing assumes no obligations to screen and does not routinely pre-screen User Generated Content posted via the Sites or in connection with the Services. Commerce Publishing does not guarantee the accuracy, integrity, appropriateness, quality, or validity of User Generated Content. User Generated Content does not necessarily represent the views or opinions of Commerce Publishing and under no circumstances will Commerce Publishing be liable in any way for any User Generated Content, including without limitation liability related to any loss or damage of any kind incurred as a result of the use of any User Generated Content posted, emailed, or otherwise transmitted via the Sites. As such, you are solely responsible (at your own expense) for creating backup copies and replacing any User Generated Content you post or store on the Sites or otherwise provide to Commerce Publishing. Notwithstanding its lack of obligation, Commerce Publishing may remove any User Generated Content at any time at its sole discretion, including User Generated Content that in the sole judgment of Commerce Publishing violates this TOU or which may be offensive, illegal, or violates the rights of any person or entity, or harms or threatens the safety of any person or entity. Commerce Publishing assumes no obligation to maintain or store your content. Commerce Publishing may delete, modify, or restrict the display of User Generated Content at any time for any reason, including but not limited to a change in Subscriber account level, Services cancellation, violation of the TOU, or violation of the Commerce Publishing Community Etiquette; once deleted, User Generated Content may not be retrieved.
Commerce Publishing does not claim ownership of User Generated Content. Subject to the rights granted to Commerce Publishing in this TOU, you retain full ownership of all of User Generated Content to the extent you would otherwise have intellectual property rights or other proprietary rights associated with it.
When you post User Generated Content to the Sites, you authorize and direct Commerce Publishing to make such copies as Commerce Publishing deems necessary to facilitate the posting and storage of User Generated Content on the Sites and provide the Services to you.
You further authorize Commerce Publishing to anonymize and aggregate User Generated Content, including data associated with your social media profiles. You authorize Commerce Publishing to use such content, by way of example and not limitation, for benchmarking, research and development, data products, or other marketing purposes. By choosing to post, upload, or transmit data to the Sites, you grant Commerce Publishing, its affiliates and partners an irrevocable, perpetual, worldwide, royalty free, non-exclusive license (with the right to sub-license) to use anonymized and aggregated User Generated Content, in all present and future media, and in any manner relating to the Sites or Services.
In addition, with respect to User Generated Content that you elect to post or transmit on the community portions of the Sites ("Interactive Content"), including without limitation your User Profile, YouCommerce Publishing, the Commerce Publishing Blog, and the Q&A service, and any other future Commerce Publishing sites or services that are designed to be viewed by the public or other Subscribers, you grant to Commerce Publishing, its affiliates and partners an irrevocable, perpetual, worldwide, royalty free, non-exclusive, transferable license (with the right to sublicense) to use, reproduce, translate, alter, publicly perform, publicly display, modify, adapt, publish, excerpt (in whole or in part) and distribute such Interactive Content, in whole or in part, in all present and future media and in any manner relating to the Sites or Services (including, without limitation, in connection with the appearance of such Interactive Content on Commerce Publishing and on the sites of our affiliates, partners and others with whom Commerce Publishing may have business relationships relating to the Sites) and the distribution and promotion of the Sites. You further agree that Commerce Publishing is free to use any ideas, know-how, concepts, techniques or other materials implied by Interactive Content.
You may remove Interactive Content from the Sites at any time. If you choose to remove Interactive Content, any license granted above for the content shared by on you on the community portions of the Sites will remain in effect. You acknowledge that Commerce Publishing may retain archived copies of such Interactive Content.
Commerce Publishing may establish limits concerning use of the Services at its discretion, including by way of example the frequency with which you may access the Services or your ability to post User Generated Content. Commerce Publishing reserves the right to modify or discontinue the Services (including any part or feature thereof) at any time without notice. You agree that Commerce Publishing shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
From time to time, Commerce Publishing may add new features to the Services that may be described as "beta" services or features (collectively, "Beta Features"). Beta Features will be considered part of the Services and all provisions of this Agreement relating to the Services will apply to the Beta Features as well. Users acknowledge that Beta Features may be untested, non-functional, and/or partially functional features of the Services.
If you elect to use a Beta Feature, you do so at your own risk. Notwithstanding anything else in this Agreement to the contrary, Commerce Publishing disclaims any and all warranties associated with any Beta Feature. Any risk that Beta Features may harm or interrupt the regular running of your software or hardware is borne entirely by Users.
Commerce Publishing owns the visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of the Sites ("Commerce Publishing Content"). Commerce Publishing Content specifically excludes User Generated Content.
Commerce Publishing owns the copyrights, trademarks, service marks, trade names and other intellectual property and proprietary rights throughout the world associated with Commerce Publishing Content, the Sites, and the Services.
Users may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Commerce Publishing Content in whole or in part except as expressly authorized in writing by Commerce Publishing. Commerce Publishing does not grant any express or implied rights in Commerce Publishing Content to Users, and all rights in and to the Sites and to Commerce Publishing's Content are retained and reserved by Commerce Publishing.
Moreover, the term Commerce Publishing and anything on the Sites that identifies or distinguishes Commerce Publishing from other goods are services are registered or unregistered trademarks of Commerce Publishing (the "Commerce Publishing Trademarks"). Except as otherwise permitted by law, you agree not to display or use in any manner the Commerce Publishing Trademarks without Commerce Publishing's prior written consent.
Commerce Publishing provides the Services "as-is". Commerce Publishing provides no express warranties, guarantees, or conditions related to the Sites or Services. To the extent permitted by law, Commerce Publishing disclaims any implied warranties including those of merchantability, fitness for a particular purpose, workmanlike effort, and non-infringement, and including those arising by usage of trade, course of dealing, or course of performance. Without limiting the generality of the foregoing, Commerce Publishing does not warrant that the Sites or Services will be accurate, error-free, virus-free, or uninterrupted or that it will meet any specific requirements of a User or Subscriber. Users may have additional rights as a consumer under local law that this Agreement cannot change.
You acknowledge that Commerce Publishing cannot provide the Services at a reasonable price without limiting its liability as set forth herein, so, as an express condition of use of the Sites or Services, you agree to limit Commerce Publishing's potential liability to you as described in this clause. This limitation of liability is a fundamental element of the basis of the bargain between Commerce Publishing and you as a User.
Commerce Publishing does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Sites or Services, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Sites. Under no circumstances will Commerce Publishing or its affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Sites or transmitted to or by any Users.
To the extent permitted by applicable law, Commerce Publishing shall not be liable for any consequential, special, or incidental damages or lost profits resulting from your access to or use of the Sites or Services, whether based on breach of contract, breach of warranty, tort (including negligence), or any other legal theory. This includes your inability to access or use (including due to modification, suspension, blocking, discontinuance, cancellation, or termination of the Services or any part thereof) the Sites or Services. Without limiting the foregoing, you specifically acknowledge that Commerce Publishing is not liable for the defamatory, offensive, infringing, breaching, fraudulent, or illegal conduct of other Users or third parties and that the risk of injury from the foregoing rests entirely with you. These limitations apply to any matter related to the Sites, Services or its content; third party Internet sites, programs or conduct; viruses or other disabling features; incompatibility between the Services and other services, software, or hardware; and any delay or failure in initiating, conducting, or completing any transmission or transaction in connection with the Services in an accurate or timely manner. These limitations also apply even if this remedy does not fully compensate you for any losses, or fails its essential purpose; or even if Commerce Publishing knew or should have known about the possibility of the damages.
Some states, provinces and countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to Users in these jurisdictions.
As a consequence of the global nature of the Internet, you agree to comply with all local rules and laws regarding user conduct on the Internet and acceptable content. Specifically and without limitation, you agree to comply with all applicable laws regarding obscene and indecent content and communications and those regarding the transmission of technical data exported from the United States or the country in which you reside.
Changes to Services. Commerce Publishing may change the Services from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of the Services. Commerce Publishing reserves the right to cancel, suspend, or block your access to the Sites or Services at its sole discretion for violations of these terms, the Commerce Publishing Community Etiquette, or for any other reason and without notice (subject to any contractual rights you have with specific Services), and access to any Services is dependent upon you complying with any applicable laws.
Electronic Form. By accessing the Sites or Services, you consent to have this Agreement provided to you in electronic form. Please print a copy of this Agreement for your records.
Notices. If Commerce Publishing must send you additional information regarding the Sites or Services, or in connection with this Agreement, you consent to receiving this information electronically. Commerce Publishing may provide required information to you by email at any address you registered with the Sites or Services or via the Sites or Services itself. Notices provided to you via email will be deemed given and received on the transmission date. You understand and agree that this Agreement and any notices given pursuant to this Agreement are enforceable in electronic format. Commerce Publishing is not obligated to notify you if changes are made to this Agreement, so please check the terms regularly.
Forum and Jurisdiction. This Agreement is governed by the laws of Wake County, North Carolina, United States, without regard to its conflict of law provisions. All disputes related to or arising from this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts located in Wake County, North Carolina, United States; to which jurisdiction and venue you and Commerce Publishing each irrevocably consent.
Additional Rights and Obligations. If any provision of this TOU is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party's failure to act with respect to a breach of this Agreement does not constitute a waiver or affect that party's rights to act subsequently. Users may not assign rights or delegate any duties under this Agreement. Commerce Publishing may assign rights or delegate duties under this TOU in connection with a merger, reorganization, or sale of substantially all of its assets. This TOU will bind successors and permitted assigns.