ContractorFindUSA Listing Service Agreement

This ContractorFindUSA Listings Service Agreement (this "Agreement") is made and entered into by ContractorFindUSA, a division of New Jersey Internet Consultants, LLC, a New Jersey limited liability company with offices located at 55 Hudson Street, Hackensack, New Jersey 07601("ContractorFindUSA") and the business entity identified by you when registering and accepting this Agreement (the “Advertiser”) by clicking on an “I Accept” button or similar button or link, where such action is identified as having the effect of accepting this Agreement. You acknowledge, represent and warrant that you are authorized to enter into this Agreement on behalf of the Advertiser, that your Acceptance of this Agreement has the effect of making the Advertiser a party and bound to this Agreement, and that the information submitted by you to ContractorFindUSA, via online forms or otherwise, is authentic and correct.

Pursuant to this Agreement, Advertiser submits business listing(s) for, and/or link(s) to, its web site(s) for inclusion on the ContractorFindUSA web site (including its online directory of businesses, the “Directory”). Such listings and links may be any of two types: (1) Featured Listings and (2) Standard Listings. The terms and conditions applicable to each are set forth below.

1. ContractorFindUSA Listing Products:

A.Featured Listings

Featured Listings on the ContractorFindUSA website are sold on first come first serve basis. Advertiser will provide all listing information to ContractorFindUSA including content, artwork, logos and other graphics in an acceptable format for uploading onto the ContractorFindUSA directory. Advertiser will approve the specific details of its Featured Listing(s), and Advertiser will be automatically billed for each Featured Listing for each month.

Featured Listings receive placement at the top of the relevant category listings of the ContractorFindUSA site and above Standard Listings in the Directory pages, which are ranked, vis a vis other Featured Listings. Advertiser’s Featured Listing's fees are subject to change throughout the life of Advertiser’s account as a result of higher rates paid by other companies for Featured Listings.

B. Standard Listings

Basic inclusion of a website title, description and URL, including keywords ("Standard listing") on the ContractorFindUSA site are sold on an annual renewal fee. ContractorFindUSA may, in its sole discretion, change the renewal fee at any time.

Standard Listings receive placement below Featured Listings. In the ContractorFindUSA Directory, Standard Listings are ranked below Featured Listings and are presented in alphabetical order.

Following submission by Advertiser of a Standard Listing submission form, ContractorFindUSA will review the Standard Listing, containing the information submitted by Advertiser regarding its website, to determine whether Advertiser’s Standard Listing and applicable web site is eligible for inclusion in the ContractorFindUSA Directory. Within five (5) business days from the date the Standard Listing submission form is received,  ContractorFindUSA will review Advertiser’s Standard Listing to determine whether it is eligible for inclusion in the ContractorFindUSA Directory.

2. Service Fees and Payment Terms

Advertiser agrees to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity. If Advertiser disputes any charge made under this Agreement, Advertiser must notify ContractorFindUSA in writing within sixty (60) days of any such charge; failure to so notify ContractorFindUSA shall result in the waiver by Advertiser of any claim relating to any such disputed charge. Charges shall be calculated solely based on records maintained by ContractorFindUSA. No other measurements or statistics of any kind shall be accepted by ContractorFindUSA or have any effect under this Agreement.

Any charges which are past due by more than thirty (30) days shall bear interest at the rate of one and a half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, and Advertiser shall reimburse ContractorFindUSA for any collection and legal fees incurred as a result of Advertiser’s late payment of any amount due and payable hereunder. All payments made under this Agreement are non-refundable.

To maintain a Featured Listing and/or Standard Listing account with ContractorFindUSA, Advertiser must maintain a valid Visa, MasterCard or American Express credit card number on file with us. However, an on-file credit card number is not required if Advertiser has been approved by ContractorFindUSA for payment by invoice, at ContractorFindUSA’s sole determination and discretion, subject to an approved credit application from Advertiser.

After one year from the date of Advertiser’s Featured Listing and/or Standard Listing's inclusion in the ContractorFindUSA Directory, ContractorFindUSA will contact Advertiser via the email address provided by Advertiser to ContractorFindUSA. At that time, Advertiser will be provided with details of how to renew its Standard Listing for another year. Should Advertiser choose to renew its listing at that time, Advertiser’s credit card will be charged the non-refundable renewal fee. If Advertiser fails to renew its Standard Listing within 30 days after receiving an e-mail renewal notice, ContractorFindUSA shall remove the listing without further notice to Advertiser.

3. Editorial Standards and Requirements

Advertiser’s submissions to the ContractorFindUSA site or network partner sites will be subject to ContractorFindUSA editorial review, modification and/or removal in ContractorFindUSA’s sole discretion. ContractorFindUSA reserves the right, but not the obligation, to review Advertiser submissions. Advertiser represents and warrants that its listings, links and submissions to the ContractorFindUSA site and network partner sites do not, and will not include content, or links to content, which may result in a third party claim against, or civil or criminal liability to, ContractorFindUSA or its affiliate(s) or partner(s) or that otherwise violates applicable law or the terms of this Agreement, including, without limitation, content that is fraudulent, deceptive, libelous, defamatory, obscene, pornographic, adult-themed, infringing or that violates the privacy, publicity or any other right(s) of a third party. Advertiser hereby agrees to indemnify, defend and hold harmless ContractorFindUSA and its affiliates and partners, and any of their officers, directors, partners, shareholders, agents, licensees and employees, from and against all third party claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees, collectively, “Losses”) that may at any time be incurred by any of them by reason of any third party claims, suits or proceedings against any of them: (a) arising out of any breach by Advertiser of any duty, representation or warranty under this Agreement; or (b) arising from the content or subject matter of any Advertiser listing, link, submission or content of sites to which visitors can link through Advertiser’s links or listings.  ContractorFindUSA retains complete editorial discretion with respect to all listings and links, including, without limitation, regarding their selection, placement, keywords, title, descriptions and multi-links.

4. Cancellation

A. By Advertiser

Advertiser may cancel any listing or link, and/or terminate this Agreement by canceling all listings and links hereunder, with or without cause, at any time, as follows with no further obligation of ContractorFindUSA, including, without limitation, any obligation by ContractorFindUSA to refund any fees paid hereunder by Advertiser:

To CANCEL, Advertiser must provide written notice of cancellation to ContractorFindUSA c/o New Jersey Internet Consultants, 55 Hudson Street, Hackensack, New Jersey 07601, or by telefax at (201) 498-0016. Electronic mail is not considered acceptable notice of cancellation. Once a cancellation request has been processed, Advertiser’s listings will be cancelled on the ContractorFindUSA site.

A "business day" is any day other than a Saturday, Sunday, federal or other legal holiday on which banking institutions in the State of California are not required to open.

As long as any link or listing is active, Advertiser’s account and this Agreement will remain active and in force.

B. By ContractorFindUSA

ContractorFindUSA reserves the right, in its sole discretion, to (i) remove Advertiser’s Featured Listings or Standard Listings and/or cancel Advertiser’s account for non-payment or violation of any other term or condition of this Agreement, including, without limitation, repeated infringement of third party copyrights; (ii) change the fees for Featured Listing or Standard Listing; (iii) change the procedures or rules for obtaining or maintaining a Featured Listing or Standard Listing; (iv) alter the content or other aspect of any Featured Listing or Standard Listing; and (v) discontinue Featured Listings or Standard Listings and/or the ContractorFindUSA Directory or website. Payment of Advertiser’s monthly fee will not guarantee that Advertiser’s listing(s), link(s) and/or account will remain on the ContractorFindUSA Directory or website if Advertiser or Advertiser’s listing is deemed to be in violation of any term or condition of this Agreement. Upon any termination or expiration of this Agreement, Advertiser shall promptly pay ContractorFindUSA all moneys due hereunder. ContractorFindUSA will notify Advertiser via telephone or e-mail of such cancellation or termination.

5. Security

ContractorFindUSA endeavors to protect the security of Advertiser’s payment information during transmission by using Secure Sockets Layer ("SSL") software, which encrypts payment information Advertiser inputs. When confirming an order with Advertiser, we reveal only the last four digits of Advertiser’s credit card number. Of course, we transmit the entire credit card number to the appropriate credit card company during order processing. ContractorFindUSA uses industry standard practices to safeguard the confidentiality of Advertiser’s payment information, including credit card numbers.

It is important for Advertiser to protect against unauthorized access to its password and to its computer. Advertiser is responsible for maintaining the confidentiality of its account and password and for restricting access to its computer, and Advertiser agrees to accept responsibility for all activities that occur under its account or password.

6. Registration Information

In connection with Featured Listings and Standard Listings, Advertiser is required to submit registration information. All such information is retained by ContractorFindUSA subject to the terms and conditions of the privacy policy.

7. License

Subject to the terms and conditions of this Agreement, Advertiser hereby grants to ContractorFindUSA a worldwide, limited, non-exclusive, non-transferable, royalty-free license to: (i) reproduce, distribute, transmit, display, perform, download, cache, store on its servers, and otherwise use Advertiser’s listings and submissions, and any portion thereof, including, without limitation, Advertiser’s trademarks, trade names, service marks and logos set forth therein, or as otherwise specified in writing by Advertiser (collectively the “Advertiser Marks”), solely to display and provide Advertiser’s listings and links in accordance with this Agreement; and (ii) incorporate in ContractorFindUSA’s directory.

8. Warranty Disclaimer

ContractorFindUSA MAKES NO WARRANTIES (INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE. CONTRACTORFINDUSA’S OBLIGATIONS UNDER THIS AGREEMENT ARE SUBJECT TO DELAYS CAUSED BY WAR, ACT OF GOD, EMBARGOES, OR ANY OTHER CIRCUMSTANCES BEYOND CONTRACTORFINDUSA’S REASONABLE CONTROL. ADVERTISER ACKNOWLEDGES THAT CONTRACTORFINDUSA’S SITE IS OPERATED ON AN “AS IS”, “AS AVAILABLE” BASIS, AND THAT ContractorFindUSA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING THE PLACEMENT OF LISTINGS OR LINKS OR THE PERFORMANCE OR SECURITY OF ITS WEB SITE OR SERVICES.

9. Limitation of Liability

IN NO EVENT SHALL ContractorFindUSA OR ANY OF ITS AFFILIATES BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND REGARDLESS OF THE CAUSE OF ACTION UPON WHICH ANY SUCH CLAIM IS BASED. IN NO EVENT SHALL CONTRACTORFINDUSA’S LIABILITY FOR ANY REASON WHATSOEVER EXCEED THE FEES PAID TO ContractorFindUSA BY ADVERTISER UNDER THIS AGREEMENT DURING THE CALENDAR YEAR DURING WHICH THE APPLICABLE CLAIM ACCRUED.

10. Privacy

In no event shall Advertiser collect, or cause or permit the collection of, any Personal Information (as defined below) from users of ContractorFindUSA site while such users are browsing or viewing ContractorFindUSA’s site, or place any file or code on the personal computers of users of ContractorFindUSA’s site while such users are browsing or viewing ContractorFindUSA’s site. ContractorFindUSA’s privacy policies shall apply to users of ContractorFindUSA’s Web Site while users are browsing or viewing ContractorFindUSA’s site, and Advertiser shall comply with same. ContractorFindUSA shall own all information relating to user access to ContractorFindUSA’s site, including, but not limited to, all Personal Information, demographics and usage information gathered there from. “Personal Information” includes an individual’s name, address, e-mail address, age, date of birth, credit card or other financial information, or any other contact or personal information about an individual or from which the personal information about an individual can be derived.

11. Miscellaneous

A. Applicable Law

This Agreement: (a) shall be governed by and construed in accordance with, the laws of the State of New Jersey, without giving effect to principles of conflicts of law; (b) constitutes the complete and entire expression of the agreement between the parties with respect to the subject matter hereof; and (c) shall supersede any and all other agreements, whether written or oral, between the parties, including, without limitation, any print, online and electronic promotional materials. All waivers hereunder must be expressly made in writing. Should any provision of this contract be held to be void, invalid, or inoperative, such provision shall be modified to reflect the fullest enforceable intent of the parties, or if such modification is not possible, severed, and the remaining provisions of this contract shall not be affected and shall continue in full force and effect. Exclusive venue for all disputes arising out of or related to this Agreement shall be the Superior Court of New Jersey, Hackensack, New Jersey, and each party hereby irrevocably consents thereto. Any rights or obligations hereunder may not be transferred or assigned by Advertiser without the prior written consent of ContractorFindUSA.

B. Modifications:

ContractorFindUSA reserves the right to change any of these terms and conditions at any time without notice. You are responsible for complying with any changes to the terms and conditions within 10 days of the date of change.

C. Minimum Age Requirements: