Listing Terms and Conditions
Description of Service
In accordance with these Semantictrade.com Paid Listings Terms and Conditions (referred to as the “Agreement” or “T&C”), Semantictrade.com a limited liability company, (together with its parent company) (collectively “Semantictrade.com”) shall display on the Semantictrade.com website one or more of the following on the applicable listing page of the Customer’s business: as per Subscription Package outlined on www.semantictrade.com/ pricing-plan/
link to the official URL, the phone number, and a link to the business’s email address, from the Effective Date until terminated by either party in accordance with this Agreement (the “Term”). Semantictrade.com makes no guarantees as to the effectiveness of creating a Business Listing.
Semantictrade.com Paid Listings is a subscription product that helps buyers and sellers worldwide to reach your Business Listing by providing localized contact details such as country dialing codes, websites and email addresses in different languages. It is a powerful tool to help businesses market to consumers and spread the word about their brand one the fastest growing online directory website.
“Add-on” means a product that is purchased by Customer in addition to a Business Listing subscription. All Add-ons expire at the same time as the related Business Listing subscription.
“Business Listing” shall be defined as a listing which includes one or more of the following listed on the Semantictrade.com Website: a) a link to an official URL for the business, b) a phone number, and c) link to the business’s email address.
“Paid Listings Order” means the record generated by Semantictrade.com sent to the Customer setting out the terms of the Business Listing.
“Customer” or “You” means the contracting entity (together with any affiliates or subsidiaries, if applicable) as listed in the Paid Listings Order.
“Deliverables “means one or more of the following that Customer can choose one or more of the following to add to a Business Listing: the official URL, link to the business’s email address, phone number.
“Effective Date” means the date that the Business Listing is initially displayed on the Semantictrade.com Website and as recorded in the Paid Listings Order (unless otherwise agreed between the parties).
”Subscription Term” means the period of a Business Listing subscription (regardless of payment frequency), which may be renewed in accordance with these terms.
“Semantictrade.com Website” means www.semantictrade.com and all active country code TLD extensions (eg. .com.au).
Sales Order Rules
Semantictrade.com reserves the right, without liability, to reject, remove and/or cancel any information in the Paid Listings that contain content or links which do not meet Semantictrade.com’s specifications, at Semantictrade.com’s sole discretion. Semantictrade.com’s sole liability under this Agreement shall be to refund the pro-rata portion of amounts paid for the unfulfilled term to the extent that the content or links do not meet SemanticTrade specifications. However, in cases which involve fraudulent activity of any type, or inappropriate or malicious content, no refunds will be provided. Semantictrade.com may redesign the Semantictrade.com Website at its sole discretion at any time. Customer agrees to the following:
a) Customer hereby grants Semantictrade.com and its affiliates the right to display Business Listing information on the Semantictrade.com Website. Failure by Semantictrade.com to publish any Business Listing information does not constitute a breach of contract or otherwise entitle Customer to any legal remedy.
b) Customer’s failure to comply with all applicable requirements of this Agreement may delay or prevent the display of the Business Listing and shall give Semantictrade.com the right to immediately terminate the applicable Agreement;
c) Customer shall be solely responsible for the content provided to Semantictrade.com for the Business Listing (including but not limited to a promotion or offer) and any web website linked to from such information, and Customer shall indemnify Semantictrade.com for all loss, costs, and damages in connection with any claims of infringement of any third party rights and any claims arising from the content (including but not limited to unfair or deceptive acts and practices and consumer protection claims). Customer represents, warrants and covenants to Semantictrade.com that at all times, (a) it is fully authorized to publish the entire contents and subject matter of all requested information (including, without limitation, all text, URLs, and Internet websites to which URLs are linked); (b) all such materials and Internet websites comply with all applicable laws and regulations and do not violate the rights (including, but not limited to, intellectual business rights) of any third party; (c) it has the full corporate rights, power and authority to enter into this Agreement and to perform the acts required of it hereunder, and its execution of this T&C does not and will not violate any agreement to which it is a Party or by which it is otherwise bound, or any applicable law, rule or regulation; and (d) each such Internet website is controlled by Customer and operated by Customer or its independent contractors, is functional and accessible at all times, and is suitable in all respects to be linked to from the applicable website.
e) Public Announcements. Customer hereby grants Semantictrade.com permission to publicize the fact that it is a Business Listing customer of Semantictrade.com in a press release. Customer shall not use, display or modify Semantictrade.com’s trademarks in any manner without the prior written consent of Semantictrade.com.
5. Payment Terms and Calculations
Where Customer purchases a Business Listing subscription, Customer acknowledges and agrees that this is on the basis of a recurring payment, and that payments shall be made to Semantictrade.com by the method selected by Customer at the recurring intervals until the subscription for Paid Listings is terminated by Customer or Semantictrade.com in accordance with this Agreement. Customer agrees that the same method of payment must be used for all business services (including but not limited to Semantictrade.com Instant Booking) purchased by Customer under the same account, unless otherwise notified by Semantictrade.com. Accordingly, if Customer makes a change to its selected payment method for Paid Listings, this will effect a change to the payment method for all other services. Customer’s authorization to debit its bank account, charge its credit card or make any other valid form of payment for Business Listing subscription fees will create an authorization for the same method of payment for all other services ordered under the same account. Customer shall be charged for the Business Listing from the Effective Date. Customer shall pay Semantictrade.com upfront or in regular installments (as applicable) for – display of Business Listing information. If Semantictrade.com agrees to receive payment by monthly or quarterly installments, Customer must pay Semantictrade.com every month or quarter, as applicable, in advance. In addition to any other rights, Semantictrade.com may immediately remove Customer’s Business Listing information in the event that it detects some form of misuse within such time period. All sums payable by Customer to Semantictrade.com under this Agreement are exclusive of any sales tax, indirect or other taxes chargeable on any supply to which those sums relate (except for VAT, which may be billed in Customer’s invoice). Paid Listings will be renewed automatically at the end of a Subscription Term for a subsequent Subscription Term of equal length at the then-current standard rates. The applicable fees will be charged to the payment method on file unless otherwise notified of a cancellation in writing. Although Semantictrade.com may choose to send a reminder email prior to charging a Customer for a renewal fee, Semantictrade.com is not responsible for notifying a Customer of this automated renewal. If You miss any payment owed to Semantictrade.com or if a credit card is expired or otherwise fails to authorize, the Paid Listings service may be discontinued without notice. Rates for Paid Listings are available at https://www.semantictrade.com/pricing-plan/
6. Effective Date, Cancellation, Switching and Add-Ons
6.1 Effective Date: Unless Semantictrade.com notifies the Customer otherwise, this Agreement is effective upon the Effective Date.
6.2 Cancellation: A Customer may cancel its Business Listing subscription, thereby terminating this Agreement, solely in accordance with the following cancellation policies:
a) Subscription Terms 1 year [365 days]: If a Customer requests the cancellation of this type of Business Listing subscription at any time during the first thirty (30) days of the first Subscription Term (or of any subsequent Subscription Term, if the subscription is renewed), the cancellation will take effect immediately and the Customer will be entitled to a prorated refund for that Subscription Term, in respect of the unused portion of the subscription, unless Customer pays in monthly installments, in which case Customer shall not be entitled to a prorated refund in respect of the monthly billing period during which cancellation is requested.
If a Customer requests cancellation at any time after the first thirty (30) days of the first Subscription Term (or of any subsequent Subscription Term, if the subscription is renewed), the cancellation will take effect on the first day after the end of the current Subscription Term and the Customer will be liable for payment of Business Listing fee for that Subscription Term.
UPON TERMINATION OF THIS AGREEMENT, CUSTOMER’S SOLE REMEDY WILL BE A REFUND OF PRE-PAID FEES (IF APPLICABLE) UNDER THE TERMS OF THE ABOVE CANCELLATION POLICIES. NEITHER SEMANTICTRADE.COM NOR ANY OF ITS AFFILIATES WILL HAVE ANY OTHER LIABILITY OF ANY NATURE TO THE CUSTOMER, OR ANY OTHER THIRD-PARTIES, IN RESPECT OF TERMINATION.
6.3 Switching: A Customer may switch from one type of Subscription Package to another. If such switch is permitted, the relevant changes to payment terms, renewal dates and the applicable cancellation policy will come into effect on the next payment date, as applicable.
6.4 Add-ons: if Customer purchases an Add-on, it shall expire, renew and be cancelable on the same terms as the Business Listing subscription to which it relates.
7. Liability, Warranty & Indemnity
a) SEMANTICTRADE.COM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON THE SEMANTICTRADE.COM WEBSITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF THE SEMANTICTRADE.COM WEBSITE. SEMANTICTRADE.COM DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY OTHER LOSS, INJURY, COST OR DAMAGE SUFFERED BY CUSTOMER OR ANY THIRD PARTY AND SHALL IN NO EVENT BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT. IN NO EVENT SHALL SEMANTICTRADE.COM OR ANY OF ITS AFFILIATES BE LIABLE TO CUSTOMER FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY SEMANTICTRADE.COM FROM CUSTOMER FOR THE SPECIFIC BUSINESS LISTING INFORMATION AT ISSUE.
b) Customer agrees to defend, indemnify and hold harmless Semantictrade.com and each of Semantictrade.com’s agents, customers, subcontractors and affiliates, and the officers, directors, and employees of any of the foregoing, from, against and in respect of any and all losses, costs, (including reasonable attorney’s fees) expenses, damages, assessments, or judgments (collectively, “Liabilities”), resulting from any claim against any such parties in connection with Customer’s advertisement, except to the extent that such claims directly resulted from the gross negligence or willful misconduct of Semantictrade.com.
8. Jurisdiction & Venue
Customer consents to the exclusive jurisdiction and venue of court of law of the country that is easier for Semantictrade to attend to, for all disputes related to the subject matter hereof.
9. General Provisions
No joint venture, partnership, employment, or agency relationship exists between Customer and Semantictrade.com. Semantictrade.com will not be deemed to have waived or modified any of these terms and conditions except in writing signed by its duly authorized representative. Customer may not assign its rights hereunder to any third party unless Semantictrade.com expressly consents to such assignment in writing, not to be unreasonably withheld. Modifications to the originally submitted T&C will not be binding unless signed by both parties. If any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions will remain valid and enforceable, and the unenforceable provisions will be deemed modified to the extent necessary to make them enforceable. This Agreement will be deemed to be controlling over all other writings or agreements of any kind between the parties covering the Paid Listings subject matter of this T&C All notices to Semantictrade.com relating to any legal claims or matters must be made in writing through electronic email to Semantictrade.com, on [email protected]
- Each Party expressly undertakes to retain in confidence and to require its agents and contractors to retain in confidence all information and know-how transmitted to such Party that the disclosing Party has identified as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential. All terms and conditions of this Agreement will be considered confidential and will not be disclosed (except to both Party’s attorneys and accountants on a need-to-know basis) without the prior written consent of the other Party. The Parties acknowledge and agree that Semantictrade.com may archive an electronic copy of the fully executed Agreement. Except as specifically provided herein, this Agreement constitutes the entire understanding between the parties and supersedes any and all prior understandings and/or agreements between the parties with respect to the subject matter regarding Paid Listings. Semantictrade.com may amend this Agreement at any time, by giving Customer notification of the amendments in writing or via email. Unless otherwise stated in the notification or unless Customer cancels its Business Listing subscription (as permitted by this Agreement or the notification), any amendments shall be automatically effective thirty (30) days after they are notified to Customer.
Revised: March | 2018