Last Updated March 11, 2011
PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT. The Marketing Matters website is a service offered by Dex Media, Inc. d/b/a Dex One and R.H. Donnelley Inc. d/b/a Dex One (collectively, “Dex One”, “we” or “us”). This Terms of Use Agreement (the “Terms of Use” or “Agreement”) contains the terms and conditions applicable to your access and use of the marketingmatters.dexone.com/ website, content and services (collectively, the “Website”), whether accessed via the internet, wirelessly or through any other method. By visiting the Website or accessing any content available through the Website you accept this Agreement. Dex One may amend this Agreement at any time by posting the amended Terms of Use on the Website, and you agree that your use of the Website after such changes will constitute your acceptance of such changes. For your convenience, the date of last revision is included at the top of this page. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO VIEW OR OTHERWISE USE THE WEBSITE.
1. Dex One’s Proprietary Rights and Permitted Use
The Website is the sole and exclusive property of Dex One and/or its licensors. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Website, use of the Website, or access to the Website other than as expressly authorized by Dex One in writing. Use of the Website in any way not expressly permitted by this Agreement is prohibited, and may be actionable under United States or international law. Use of the Website to solicit or market to businesses that appear on the Website is strictly prohibited.
So long as you agree and comply with the terms of this Agreement, and unless this Agreement is otherwise terminated by Dex One, you are permitted to view and use a single copy of the Website for your personal, non-commercial use; provided, however, that you may not publish, modify, distribute, perform or create derivative works from or further duplicate any part of the Website unless expressly authorized by Dex One in writing. You agree that you will not remove or modify any acknowledgements, credits or legal notices contained on the Website.
You hereby acknowledge and agree that, as between Dex One and you, all right, title, and interest in and to the Website, including without limitation any patent rights, patents, business methods, copyrights, trademarks, trade secrets, inventions, know-how, and all other intellectual property rights pertaining thereto, shall be owned exclusively by Dex One.
You agree not to access the Website by any means other than through the interface that is provided by Dex One. You further agree that you will not collect any information from or through the Website using any automated means, including without limitation any script, spider, “screen scraping,” or “database scraping” application. You will not damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of it. If Dex One makes software available to you for download, your download and use of such software shall be subject to a separate license agreement.
2. User Contributions to the Website
Dex One provides users, including Dex One advertisers, with opportunities to contribute to the Website. You understand that all information, data, text, links, articles, software, photographs, graphics, video, music, sound, messages and other content posted by you on the Website (collectively, the “User Content”), whether publicly posted or privately transmitted, are your sole responsibility, and that you are solely and exclusively responsible for all such User Content. By posting, providing, or otherwise making available any User Content, you hereby grant to Dex One and its affiliates a perpetual, worldwide, irrevocable, royalty-free, nonexclusive, limited license to reproduce, use, adapt, modify, publish, translate, publicly perform, publicly display, distribute and create derivative works from such User Content in any form in any medium, and Dex One may sublicense all or part of its rights under this license or assign them to third parties. You waive all moral rights with respect to any User Content. You also represent and warrant that: (i) you own the content posted by you on or through the Website or otherwise have the right to grant the license set forth in this section; (ii) your posting of the content on or through the Website does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person; and (iii) your posting of the User Content is in compliance with the Code of Conduct. You further agree that Dex One is free to use any ideas, know-how, concepts, techniques or other materials you send us for any purpose.
You acknowledge that Dex One reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit or remove any User Content that is contributed to the Website. Without limiting the foregoing, Dex One shall have the right to remove any User Content that violates this Agreement (including without limitation the Code of Conduct) or is otherwise objectionable as determined in Dex One’s sole and absolute discretion. You acknowledge that Dex One does not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate, and bear all risks associated with, your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.
Your conduct in connection with the Website is governed by Dex One’s Code of Conduct, which is hereby incorporated herein by this reference. If you discover materials on the Website that violate this Agreement, including without limitation the Code of Conduct, please notify us at customercareemail@dexone.com.
3. Indemnity
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS DEX ONE, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, SERVICE PROVIDERS, CO-BRANDERS, AND OTHER PARTNERS AND EMPLOYEES, FROM ANY LOSS, LIABILITY, CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF (a) USER CONTENT YOU SUBMIT, POST TO, OR TRANSMIT THROUGH THE WEBSITE; (b) YOUR USE OF THE WEBSITE; OR (c) YOUR VIOLATION OF THIS AGREEMENT OR ANY APPLICABLE LAWS, OR YOUR VIOLATION OR ALLEGED VIOLATION OF THE RIGHTS OF ANY THIRD PARTY.
4. Links to Other Websites and Search Results
The Website may contain links to websites operated by other parties. Dex One or Dex One’s advertisers provides these links to other websites as a convenience, and your use of these sites is at your own risk. The linked sites are not under the control of Dex One, and Dex One is not responsible for the content available on these third party sites. Such links do not imply Dex One’s endorsement of information or material on any other site and Dex One disclaims all liability with regard to your access to and use of such linked websites.
The Website may provide search results that include third party content, including references to third party goods or services. You acknowledge and agree that such third party content belongs to Dex One’s advertisers or other third parties, and that Dex One has no control over such content or the information contained therein. References to third party goods or services do not imply Dex One’s endorsement of those goods or services, and Dex One disclaims all liability with regard to your access to and use of such material.
5. Links to the Website or Dex One Content
Unless otherwise set forth in a written agreement between you and Dex One, you must adhere to Dex One’s linking policy as follows: (i) the appearance, position and other aspects of the link may not be such as to damage or dilute the reputation of Dex One, (ii) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Dex One, (iii) when selected by a user, the link must display the Website on full-screen and not within a “frame” on the linking Website, and (iv) Dex One reserves the right to revoke its consent to the link at any time and in its sole discretion. This paragraph applies to links to any page on the Website and/or any content available on or through the Website, including without limitation any Dex One widget.
6. Trademarks
The Dex One® name and logo and Dex®, DexKnows.com®, DexKnows®, marketingmatters.dexone.com/TM and related names and logos are trademarks/service marks of Dex One. Unauthorized use of any Dex One trademark, service mark or logo may be a violation of federal and state trademark laws. All third party trademarks are the property of their respective owners, and cannot be used without permission. Third party trademark references herein do not constitute or imply affiliation with, endorsement, or recommendation of Dex One by the respective trademark owners.
7. Communications with Third Parties
Your dealings or communications through the Website with any party other than Dex One are solely between you and that third party. Under no circumstances will Dex One be liable for any goods, services, resources or content available through such third party dealings or communications, or for any harm related thereto.
8. No Professional Advice
You acknowledge that Dex One does not provide professional advice, and you agree that you will not use the Website as a substitute for or supplement to advice from a qualified professional, whether they be a financial, legal or other professional.
9. Modifications to Site
Dex One reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website, or any portion thereof, with or without notice. You agree that Dex One shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website.
10. Suspension and/or Termination Rights
Dex One reserves the right, at its sole discretion, immediately and without notice, to suspend or terminate the Agreement, your registration for any program, your ability to access the Website and/or to remove any User Content, for any reason, including without limitation any breach by you of this Agreement or conduct by you that Dex One determines in its sole and absolute discretion to be inappropriate. You agree that Dex One shall not be liable to you or any third-party for any such suspension or termination.
11. Notice of Claims for Copyright Infringement; Copyright Policy
If you are a copyright owner or agent thereof and believe that content posted on the Website by one of our users infringes upon your copyright, please submit notice, pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)) to our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; (b) a description of the copyrighted work that you claim has been infringed; (c) the URL of the location on our Website containing the material that you claim is infringing; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Our Copyright Agent can be reached by mail at: Dex One, ATTN: ASSISTANT GENERAL COUNSEL, 1001 Winstead Drive, Cary, NC 27513, by phone at 919-297-1173, by fax at 919-447-4700, or by email at terry.hurley@dexone.com.
12. Privacy Policy
We believe that your privacy and the privacy of all of our users is important. Please review our Privacy Policy. If you do not agree with our Privacy Policy, you may not use the Website.
13. Wireless Access
You acknowledge that, depending on your wireless data plan, your wireless company may impose fees in connection with your wireless access or use of the Website, and you agree that you are solely responsible for such fees. Similarly, by using the “Send to Phone” feature, you may cause the recipient of your message to incur SMS and/or messaging fees, and you agree that you are solely responsible for such fees.
14. Back-Up
Dex One is not responsible for any lost data resulting from the operation of our Website and/or the enforcement of the Terms of Use, and is not obligated to maintain back-up copies of any User Content. We recommend that you retain a copy of all User Content that you post or distribute to, or through, the Website.
15. Password and Security
You may receive a password and account designation upon completing the Website’s registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Dex One of any unauthorized use of your password or account or any other breach of security, and (b) log out of your account at the end of each session.
16. Disclosure of Personal Information and User Content
Without limitation of any of the rights granted to Dex One herein, you acknowledge and agree that Dex One may preserve and disclose your personal information and/or any User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce our rights; (c) respond to claims that any User Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Dex One any individual or the public.
17. Children
The Website is not directed toward children under 13 years of age nor does Dex One knowingly collect information from children under 13. If you are under 13, please do not submit any personally identifiable information to the Website.
18. Disclaimer of Warranties
THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. DEX ONE MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE WEBSITE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL CODE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DEX ONE OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE. NEITHER DEX ONE NOR ANY OF ITS DATA OR CONTENT PROVIDERS SHALL BE LIABLE FOR ANY ERRORS OR DELAYS IN THE CONTENT, OR FOR ANY ACTIONS TAKEN IN RELIANCE THEREON.
19. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, DEX ONE DISCLAIMS ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND FURTHER DISCLAIMS ALL LOSSES, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE WEBSITE, EVEN IF DEX ONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, DEX ONE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND YOUR USE OF THE WEBSITE SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO DEX ONE DURING THE SIX (6) MONTHS PRIOR TO THE DATE THE APPLICABLE CAUSE OF ACTION AROSE.
20. Exclusions and Limitations
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.
21. Dispute Resolution and Governing Law
21.1. Binding Arbitration. If you and Dex One are unable to resolve any controversy or claim related to this Agreement (each a “Dispute”), both parties agree that, except for those Disputes expressly excluded below, such Dispute shall be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). For the convenience of the parties, the arbitration may be conducted in person, through the submission of documents or by phone. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
21.2. Restrictions. You and Dex One agree that any arbitration shall be limited to the Dispute between Dex One and you individually. To the full extent permitted by law: (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
21.3. Exceptions to Arbitration. You and Dex One agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of Dex One’s intellectual property rights; (2) any claim for injunctive relief; and (3) any attempt to collect a debt.
21.4. Location. Any arbitration will take place in Raleigh, North Carolina. Any Dispute not subject to arbitration (other than claims proceeding in any small claims court), shall be decided by a court of competent jurisdiction within Raleigh, North Carolina, and you and Dex One hereby submit to the personal jurisdiction of that court.
21.5. Governing Law. Except as otherwise provided for herein, this Agreement shall be governed by, and will be construed under, the laws of the State of Delaware, without regard to choice of law principles. Those who choose to access the Website from locations outside of the United States do so on their own initiative, and are responsible for compliance with local laws if and to the extent local laws are applicable.
22. Miscellaneous
If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use shall remain in full force and effect. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Dex One’s failure to act with respect to any failure by you or others to comply with these Terms of Use does not waive Dex One’s right to act with respect to subsequent or similar failures. These Terms of Use set forth the entire understanding and agreement between you and Dex One with respect to the subject matter hereof; provided, however, that it shall be read in conjunction with any Dex One advertising agreement(s) entered into by you. In the event that any provision of this Agreement conflicts with any Dex One advertising agreement(s) entered into by you and Dex One, the conflicting provisions of the advertising agreement(s) will prevail. Any cause of action or claim you may have with respect to this Agreement or the Website must be commenced within six (6) months after the claim or cause of action arises or such claim or cause of action shall be barred. Data and information relating to securities or otherwise is provided for informational purposes only, and is not intended for trading purposes.
Please direct any questions you may have about the Terms of Use, or any other legal matters, to the following e-mail address: customercareemail@dexone.com.