LISTING SERVICES AGREEMENT

 

THIS LISTING SERVICES AGREEMENT (this “Agreement”) is made and entered into by and between connect-ing rainbows L.L.C., a Pennsylvania limited liability company (the “Company”), and the registering fertility clinic (the “Registrant”).

1. ACKNOWLEDGEMENT AND ACCEPTANCE OF AGREEMENT. By clicking on the “I accept the Terms of Service” button located at the bottom of this webpage, Registrant agrees to be bound by this Agreement. Regis-trant represents and warrants that Registrant has the power and legal capacity to enter into this Agreement, and that Registrant is duly authorized to do so.

2. ACCURACY OF INFORMATION.

a. Registrant agrees that: (i) Registrant alone is responsible for all information that is submitted by Regis-trant to the Company for inclusion on the Company’s online fertility clinic directory (the “Website Directory”), including but not limited to assuring the accuracy, relevance, and non-deceptiveness of the information, and the non-infringement of the intellectual property rights, privacy rights, publicity rights, and other rights of third persons; and (ii) Registrant shall provide the Company with updated information, as necessary, so that the in-formation provided on the Website Directory is always true, accurate, not deceptive or misleading, and current with respect to Registrant.

b. Registrant agrees that the Company is not responsible for Registrant’s information on the Website Di-rectory being true, accurate, not deceptive or misleading, and current.

3. LISTING SERVICES; TERM.

a. Pursuant to this Agreement, Registrant shall submit a business listing to the Company for inclusion on the Website Directory (the “Listing Services”).

b. The Company agrees to provide the Listing Services for a twelve (12) month period commencing on the date of initial payment of the Annual Service Fee (defined below) (the “Term”). The Listing Services will be automatically renewed for an additional twelve (12) month period at the end of each Term, unless Registrant provides written notice to the Company of its election to cancel the Listing Services renewal at least thirty (30) days prior to the commencement of the next Term.

4. CHANGES TO AGREEMENT. The Company may, at any time in its sole discretion, change the terms of this Agreement. Modifications may include, without limitation, increases to the annual fees charged for the Listing Services. Whenever the Company changes this Agreement, it will post those changes to its website and will up-date the “Last Updated” date at the top of this Agreement. The revised terms will become effective on the date the Company posts such changes to its website, except annual fee increases will become effective at the time of Registrant’s next renewal Term. It is Registrant’s obligation to check this Agreement regularly to ensure that Registrant is updated as to any changes. Without limiting the foregoing, if the Company determines in its sole discretion that the modification is material, the Company will notify Registrant electronically via the email ad-dress on file with the Company. If any modification to this Agreement is not acceptable, Registrant’s sole rem-edy is to notify the Company of Registrant’s election not to renew this Agreement, as provided in Section 3 above.

5. TERMINATION.

a. Either Registrant or the Company may, in its sole and absolute discretion, terminate this Agreement without cause, effective upon giving written notice of termination to the other party. Any notice of termination given by Registrant to the Company must be given at least thirty (30) days prior to the date of termination. In the event that Registrant elects to terminate this Agreement without cause, Registrant shall not be entitled to a refund of the Annual Service Fee for the then current Term. In the event that the Company terminates this Agreement without cause, Registrant shall be entitled to a pro rata refund of the Annual Service Fee the remain-der of the then current Term.

b. Either Registrant or the Company may terminate this Agreement for cause, if the other party has mate-rially breached or is otherwise not in compliance with any provision of this Agreement, and such breach or noncompliance is not cured within thirty (30) days after written notice. In the event that Registrant elects to terminate this Agreement for cause, Registrant shall be entitled to a pro rata refund of the Annual Service Fee for the remainder of the then current Term. In addition to other rights of termination for cause, the Company re-serves the right to immediately terminate this Agreement for cause if, as determined in good faith by the Com-pany, Registrant or Registrant’s company has taken action or exhibited behavior contrary to the LGBTQ+ com-munity or that may damage the rights or reputation of the Company as a platform to progress LGBTQ+ legal representation and fertility services. In the event that the Company terminates this Agreement for cause, Regis-trant shall not be entitled to a refund of the Annual Service Fee for the then current Term.

6. ANNUAL SERVICE FEE.

a. To maintain a business listing on the Website Directory, Registrant shall maintain a valid credit card on file with the Company. Registrant’s credit card will be charged the amount Registrant chooses upon checkout (the “Annual Service Fee”) upon the commencement date of the Listing Services and on the date that each re-newal Term commences pursuant to Section 3 above.

b. The Company may change the amount of the Annual Service Fee at any time upon notice to Registrant not less than forty-five (45) days prior to the end of the then current Term.

c. In the event that Registrant fails to maintain a valid credit card on file with the Company, or a charge initiated by the Company is declined or subject to a chargeback, the Company shall contact Registrant to obtain a valid payment method. Failure of Registrant to provide the Company with a valid payment method within three (3) business days after written notice shall be considered a material breach of this Agreement, and shall subject Registrant to termination for cause.

7. INDEMNIFICATION. Registrant agrees to indemnify, defend and hold harmless the Company, and its parent, subsidiaries, affiliates, officers, directors, managers, shareholders, members, employees, assigns, successors, representatives and agents, from any claim, demand, action, liability, loss, expense, damage or cost, including but not limited to reasonable attorneys’ fees, made by any third party due to or arising out of Registrant’s use of the Listing Services; any content, material, subject matter or information provided by Registrant for inclusion on the Website Directory; any act or omission to act of Registrant that violates any provision of this Agreement; any legal representation or legal services provided by Registrant to a client obtained directly or indirectly by means of the Website Directory; or any violation or alleged violation of any rights of any third party, including but not limited to Registrant’s use of any content, trademarks, service marks, trade names, copyrighted or pa-tented material, or other intellectual property used in connection with Registrant’s business listing on the Web-site Directory. The Company reserves the right to assume the exclusive control of its defense of any matter otherwise subject to indemnification by Registrant, but doing so shall not otherwise excuse Registrant’s obliga-tions under this Section 7.

8. LICENSE. Registrant hereby grants to the Company a worldwide, limited, non-exclusive, non-transferable, roy-alty-free license to reproduce, distribute, transmit, display, download and otherwise use Registrant’s listing in-formation, and any portion thereof, including, without limitation, trademarks, trade names, service marks and logos set forth therein, for the purposes of providing the Listing Services covered by this Agreement.

9. DISCLAIMER OF WARRANTIES AND LIABILITIES. THE COMPANY MAKES NO REPRESENTATION, WARRANTY OR GUARANTY TO REGISTRANT WHATSOEVER CONCERNING THE RESULTS OF ANY KIND, IF ANY, THAT REGISTRANT MAY EXPECT OR EXPERIENCE BY PARTICIPATING IN OR USING THE LISTING SERVICES. THE LISTING SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER THIS AGREEMENT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE LISTING SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE WEBSITE WILL PROVIDE UNIN-TERRUPTED, TIMELY OR ERROR-FREE PERFORMANCE. REGISTRANT AGREES AND ACKNOWLEDGES THAT THE COMPANY AND ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MANAG-ERS, SHAREHOLDERS, MEMBERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, SHALL NOT BE LI-ABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSI-NESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY IN-DIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF THE COMPANY IS AWARE OF THE RISK OR SUCH DAMAGES, THAT RESULT IN ANY WAY FROM THE REGISTRANT’S USE OF THE LISTING SERVICES, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OP-ERATION OR TRANSMISSION, THE CONTENTS OF ANY WEBPAGES OR WEBSITES, LOSS OF DATA, COMPUTER VIRUSES, DESTRUCTION OR UNAUTHORIZED USE OR ACCESS TO ANY WEBSITES OR RECORDS OR INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION TO REGISTRANT OR ANY FAILURE OF PERFORMANCE OF ANY KIND WHATSOEVER OF THE COMPANY OR THE LISTING SER-VICE. THE COMPANY’S LIABILITY TO REGISTRANT SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY REGISTRANT TO THE COMPANY OVER THE COURSE OF THIS AGREEMENT AND ANY RENEWALS THEREOF IMMEDIATELY PRECEDING THE ACCRUAL OF THE REGISTRANT’S CLAIM.

10. RESERVATION OF RIGHTS. Registrant acknowledges and agrees that the Company retains all right, title and interest in and to the Company’s technology, services and other intellectual property rights. Registrant 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 the Company, except as approved in advance in writing by the Company.

11. NO AGENCY OR MEDICAL SERVICE. Nothing contained in this Agreement shall be construed as creating any agency, employment relationship, partnership, principal-agent or other form of joint enterprise between Regis-trant and the Company. Registrant acknowledges and agrees that the Company is not a party to or in any way responsible for any medical services provided by Registrant to its clients obtained directly or indirectly by means of the Website Directory. Registrant acknowledges and agrees that the Listing Services provided by the Company shall in no way be construed to encompass medical services or advice.

12. SURVIVAL. The provisions of Section 7 and Section 9, and any other provision the meaning and sense of which is necessary to survive in order to achieve the objectives of the parties hereunder, shall survive any ter-mination of this Agreement.

13. NON-DISPARAGEMENT. Neither Registrant nor the Company shall make any false, disparaging, or derogatory statement in public or private regarding the other, and its parents, subsidiaries, affiliates, officers, directors, managers, shareholders, members, employees, assigns, successors, representatives or agents, during the Term or after the end of the Term.

14. DISPUTE RESOLUTION. In the event of a dispute between Registrant and the Company arising out of or relat-ing to this Agreement, the parties shall be required first to engage in good-faith negotiation to attempt to resolve the dispute. In the even that such dispute cannot be resolved between Registrant and the Company, every con-troversy or dispute arising out of or relating to this Agreement will be submitted to the American Arbitration Association. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand and shall take place in Philadelphia, Pennsylvania. The parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety (90) day period. The written decision of the arbitrators (which will pro-vide for the payment of costs, including attorneys’ fees) will be binding and conclusive and not subject to judi-cial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.

15. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard for the conflict of laws principles thereof.

16. ENTIRE AGREEMENT; HEADINGS. This Agreement constitutes the entire agreement with respect to its sub-ject matter, and supersedes all prior oral or written agreements, understandings and representations to the extent that they relate in any way to the subject matter hereof. Neither course of performance, nor course of dealing, nor usage of trade, shall be used to qualify, explain, supplement or otherwise modify any of the provisions of this Agreement. The headings of Sections in this Agreement are provided for convenience only and shall not affect the construction or interpretation of this Agreement.

17. SEVERABILITY. Should any provision of this Agreement be or become invalid, illegal, or unenforceable under applicable law, the other provisions of this Agreement shall not be affected and shall remain in full force and effect.

18. WAIVER. The waiver or failure of the Company to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.

19. ASSIGNMENT. Neither Registrant nor the Company may assign or transfer its rights or obligations contained herein without the prior written consent of the other party; provided that, the Company shall have the right to assign this Agreement to any entity which, by way of: (i) merger; (ii) consolidation; or (iii) the acquisition of substantially all of the assets of the Company; is the successor in interest of the business of the Company.

20. NOTICE. Any notices or communications under this Agreement shall be sent by electronic mail and shall be deemed delivered upon dispatch to the party to whom such communication is directed, as follows: (a) if to the Company, at hello@connectingrainbows.org; and (b) if to Registrant, at the email address provided by Regis-trant when first registering for the Listing Services, or such other electronic mail address as Registrant may sub-sequently provide to the Company.

Join the Family

for updates on blog posts, interviews + more

disclaimer:
this website is for informational purposes only and should not be construed as medical or legal advice. please consult with a local lawyer or doctor should you have any questions.

© 2021 connecting rainbows llc | All Rights Reserved
Disclaimer | Terms & Conditions | Privacy Policy | Site by The Just Boldly Go Project