Terms and Conditions
The effective date of this Agreement is 17th June 2008.
1. THE AGREEMENT AND OUR SERVICES
1.1 Welcome to the RateMyArea.com website. These terms and conditions ("Terms") and all the documents expressly referred to in them (the "Agreement") are the terms and conditions of the agreement which you enter into with us when you use the RateMyArea.com Service (as defined below) and when you access and make use of our website RATEMYAREA.COM which includes any webpage containing this domain name, including any page that is enabled for use by a mobile device or any webpage redirected from another domain name (e.g. RATEMYAREA.IE and RATEMYAREA.CO.UK) to this domain name (the "Website").
1.2 Please read these Terms, together with all the documents referred to in it, carefully before you start to use our Website and/or the RateMyArea.com Service. By accessing and using our Website and/or the RateMyArea.com Service, you indicate that you have read, understand and accept the terms and conditions of this Agreement and that you agree to abide by them each time you access and use our Website and/or the RateMyArea.com Service. If you do not agree to these terms and conditions, please refrain from accessing and using our Website and the RateMyArea.com Service. If you are a Business User then the Business User Terms also form part of your agreement with us.
1.3 The on-line services which are available on the Website through the RateMyArea.com Service will, among other things, help you find business and community information that you are looking for in a particular area by allowing you, for your own personal and non commercial use (unless you have registered as a business member), to: obtain, solicit and create written reviews; engage in discussions with other users of the Website; post community and business information; add new places and locations; search our database for reviews and business listings and community information; search our database for users; forward reviews and business and community information to people you know, whether or not they are existing users; use the sharing and communications functionality provided for the users of RateMyArea.com through the RateMyArea.com Service (e.g. 'Send to Friends'/'Send to Mobile'); invite people you know to join the Website; download or copy portions of the information, data, text, sound, photographs, graphics, video, messages and other materials and view third party postings/reviews regarding business and community information ("RateMyArea.com Service").
1.4 Some areas of the Website require registration prior to use. This Agreement applies to each visitor to and user of our Website and the RateMyArea.com Service including registered and unregistered users. Separate Terms apply to business users of the Website and the RateMyArea.com Service; these can be found at 'Business Terms & Conditions' and form part of this Agreement.
2. INFORMATION ABOUT US
The Website and the RateMyArea.com Service is a website operated by Locate Online Limited ("we", "us" and "our"). We are incorporated in Ireland under company number 420124 and our registered office is at 27, South Frederick Street, Dublin 2, Ireland. Our VAT number is IE 9579004R.
3. REGISTRATION AND ACCOUNT SECURITY
3.1 You may only open one account on the Website. When registering for an account on the Website you agree to provide accurate, current and complete information and to promptly update the information you provide to us when it changes.
3.2 If you choose, or you are provided with a password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable, suspend or restrict any user identification name or password, whether chosen by you or allocated by us, at any time, at our discretion, including if, in our opinion, you have failed to comply with any of the provisions of this Agreement.
3.3 You may not: (i) enter, select or use a false name or an email address owned or controlled by another person with the intent to impersonate that person, or, (ii) use a name without appropriate authorisation. We reserve the right in our sole discretion to refuse registration of, suspend or cancel a user identification name without notice. You shall be responsible for maintaining the confidentiality of your password and are fully responsible for all activities that occur under your user name and password. Any user identification name and password chosen or provided to you for your access to the RateMyArea.com Service shall be for your personal use only and is non-transferable.
3.4 You agree to (a) immediately notify us of any unauthorised use of your user identification name or password, or any other breach of security and (b) ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
3.5 If you forget or lose your password, you should request a new password by visiting the "Forgotten your password?" section in the registration area.
4. ACCESSING OUR WEBSITE, CONTENT AND THE RATEMYAREA.COM SERVICE
4.1 Subject to this Agreement, you may: use the Website for your own personal and non commercial use (unless you have registered as a business member) to write reviews, solicit reviews from, and share reviews and discussions with other users of the Website in relation to communities; post and view community and business information; search our database for reviews and business contact and community information; search our database for users; add new places and locations; forward reviews and community information to people you know, whether or not they are existing users; invite people you know to join the Website; use the sharing and communications functionality provided for the users of RateMyArea.com through the RateMyArea.com Service (e.g. 'Send to Friends'/''Send to Mobile'; download or copy portions of the information, data, text, sound, photographs, graphics, video, messages and other materials available via the RateMyArea.com Service whether by you, us or other parties ("Content"), and other items displayed on the Website.
4.2 We do not control the Content posted by third parties (including other users) via the RateMyArea.com Service, including the content of any messages or reviews, and we do not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Website and/or the RateMyArea.com Service, you may be exposed to Content that is offensive, indecent or objectionable. You are responsible for complying with all laws applicable to the Content you submit to the Website via the RateMyArea.com Service. We may refuse any RateMyArea.com Service without prior notice to any user for any or no reason.
4.3 As a condition of your access and use of our Website and/or the RateMyArea.com Service, you warrant to us that you have the right, authority and capacity to enter into and be bound by this Agreement.
4.4 We have no obligation to monitor or moderate any user's activity or use of our Website and/or the RateMyArea.com Service, however we retain the right at all times to monitor, retain and disclose any information as necessary to satisfy any applicable law, regulation, legal process or regulatory authority request.
4.5 Without any admission of liability, we may from time to time assess any possible risks for users from third parties when they use the Website and/or the RateMyArea.com Service, and we will decide whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks or to take any action. We may appoint certain users of the Website to act as moderators. We expressly exclude our liability for any loss or damage arising from the use of the Website and/or the RateMyArea.com Service by a user in contravention of our content standards, whether the service is moderated or not. Any action that we might take in respect of a user or regarding content is neither an admission of liability on our part nor an indication of the breach or otherwise of any standard or term by a user or particular content. Where we do moderate the RateMyArea.com Service, we will normally provide you with a means of contacting a moderator should a concern or difficulty arise.
4.6 We do encourage the use by you of the red flag "Report a problem or abuse" mechanism which we have placed on each page of the Website which allows you to report any Content that is in breach of this Agreement or in any other way objectionable. You can also contact us at any time should you have a concern or difficulty in respect of any aspect of the Website at email@example.com; please set out clearly and in detail the nature of your concern or difficulty when you contact us by email.
4.7 The use of the Website and/or the RateMyArea.com Service by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use the Website and/or the RateMyArea.com Service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any interactive service should be made aware of the potential risks to them.
4.8 Access to our Website and/or the RateMyArea.com Service is permitted on a temporary basis, and we reserve the right to at any time and without liability, withdraw, suspend or amend any aspect or feature of the Website and/or the RateMyArea.com Service without notice or liability. Access to our Website and/or the RateMyArea.com Service is provided on an "as is" basis. The Content, other material on our Website and/or the RateMyArea.com Service is compiled, in part, using information provided by our users (including advertisers and local business users) and a range of other third party sources. For this reason RateMyArea does not warrant or represent that the Content, other material on our Website and/or the RateMyArea.com Service is free from errors or omissions, duplicate data, or any unlawful, offensive or otherwise objectionable content, that the statements made by or attributed to a party are accurate or that the published address of any party is the address at which a telephone call directed to that party is answered. For this reason also, RateMyArea is not responsible for any decisions taken by any user of our Website arising from any reliance that the user places on such Content, materials and/or the RateMyArea.com Service.
4.9 Information on the Website may not always be up to date, accurate or complete. Where we can we will display a map showing the location of a place or business on the Website, but while RateMyArea will make reasonable efforts to ensure this map is accurate, it should be noted that RateMyArea does not guarantee its accuracy. If you find any inaccuracies you can use the "suggest a change" functionality on the Website, the red flag "report a problem or abuse" functionality or by emailing us at: firstname.lastname@example.org.
4.10 RateMyArea occasionally receives requests to remove listings from our database or Website. RateMyArea deals with such requests on a case-by-case basis. If you wish to make such a request you should set out clearly the action that you would like us to take along with the reason for your request and address it to: email@example.com.
4.12 You are responsible for making all arrangements necessary for you to have access to our Website and/or the RateMyArea.com Service. You are also responsible for ensuring that all persons who access our Website and/or the RateMyArea.com Service through your internet connection are aware of these terms, and that they comply with them.
4.13 You acknowledge that if you post up material or data on the Website it will be displayed to all users except where the functionality of the Website allows it only to be displayed to a individual.
5. RESTRICTIONS ON RIGHT TO USE
5.1 You agree that you shall not (and you agree not to allow any third party to):
5.1.1 modify, adapt, translate, or reverse engineer any portion of the Website and/or the RateMyArea.com Service;
5.1.2 remove any copyright, trade mark or other proprietary rights notices contained in or on the Website and/or the RateMyArea.com Service or in or on any Content or other material obtained via the Website and/or the RateMyArea.com Service;
5.1.3 use any robot, spider, website search/retrieval application, or other automated device, process or means, unless we have authorised it, to access, retrieve or index any portion of the Website and/or the RateMyArea.com Service unless we expressly agree to such use in writing;
5.1.4 access, retrieve or index any portion of the Website and/or the RateMyArea.com Service for purposes of constructing or populating a searchable database of business and community reviews and information;
5.1.5 collect any information about other users or members (including user identification names and/or email addresses) for any purpose other than to solicit and share reviews/comments with our other users or members;
5.1.6 reformat or frame any portion of the web pages that are part of the Website and/or the RateMyArea.com Service;
5.1.7 create user accounts by automated means or under false or fraudulent pretences or create multiple user accounts;
5.1.8 create or transmit unwanted electronic communications and/or telecommunications such as "spam" to other users or members of the Website and/or the RateMyArea.com Service or otherwise interfere with other user's or member's enjoyment of the Website and/or the RateMyArea.com Service;
5.1.9 transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature;
5.1.10 use the Website or the RateMyArea.com Service to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene;
5.1.11 copy or store any Content offered on the Website for any purpose other than your own personal use as permitted by this agreement;
5.1.12 use any device, software or routine that interferes with the proper working of the Website and/or the RateMyArea.com Service, or otherwise attempt to interfere with the proper working of the Website and/or the RateMyArea.com Service;
5.1.13 take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure;
5.1.14 use the Website and/or the RateMyArea.com Service, intentionally or unintentionally, to violate any applicable law;
5.1.15 collect or store personal data about other users in connection with the prohibited activities described in this section;
5.1.16 engage in or promote any surveys, contests, pyramid schemes, chain letters, unsolicited e-mailing or spamming via the Website;
5.1.17 impersonate any person or entity;
5.1.18 upload, post, e-mail, transmit or otherwise make available using the Website any material that you do not have a right to make available under any law or contractual obligation which includes a breach of third party intellectual property rights; or
5.2 You agree that you shall not (and you agree not to allow any third party to) use the telephony services provided by RateMyArea.com on the Website in order to:
5.2.1 contact the emergency services (Garda Siochana/police service, fire service, ambulance service, hospitals or any other emergency services) for any reason, including in an emergency; or
5.2.2 use the telephony services for any other purpose other than to contact the businesses listed on the Website using telephone numbers displayed on the Website.
5.3 You agree that the telephony services provided by RateMyArea.com from time to time on the Website are not to be used by you as a replacement for your normal landline/mobile telephony services. Any telephony services provided by RateMyArea.com on the Website are provided on a discretionary basis and we reserve the right to withhold these services from any users at our discretion without giving a reason, but you acknowledge that we may exercise this discretion if we consider that these telephony services have been abused. Please note that, in respect of telephony services provided by RateMyArea.com from time to time on the Website, we do not charge for those services but are not responsible for any charges that may be levied by telephony providers or operators who/which may charge the recipient of the calls for the calls received.
6. CONTENT STANDARDS AND LICENCE
6.1 These provisions apply to any and all Content which you contribute to our Website and/or the RateMyArea.com Service, and to any interactive services associated with it.
6.2 You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any Content as well as to its whole.
6.3 You are solely responsible for any Content that you submit, publish or display on the Website or transmit to other members and/or other Website users.
6.4 You are solely responsible for your ratings and reviews of businesses listed on our Website. You understand that all information publicly posted or privately transmitted through the Website is the sole responsibility of the person from which such content originated and that we will not be liable for any errors or omissions in any content or as a result of any user's use of the Website. You understand that we cannot guarantee the identity of any other users with whom you may interact in the course of using the RateMyArea.com Service. Additionally, we cannot guarantee the authenticity of any data which users may provide about themselves or relationships they may describe.
6.5 By posting Content on the Website, you agree to and hereby do grant, and you represent and warrant that you have the right to grant us an irrevocable, perpetual, royalty-free, assignable, fully sub-licensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Content and to prepare derivative works of, or incorporate into other works, such Content. This licence is non-exclusive, except you agree that we shall have the exclusive right to exercise this license to the extent of combining your Content with the Content of other users for purposes of constructing or populating a searchable database of business and community reviews and information, or using the content in forms of digital media. For the avoidance of doubt, you understand that this licence allows us to reformat, excerpt, or translate any Content submitted by you to the Website, to create derivative works such as 'mash-ups' using the Content posted on the Website.
6.6 We reserve the right to limit the amount or number of reviews or Content postings that you may make on a particular topic or business.
6.7 The following is a partial list of the criteria that Content must comply with. Content must:
6.7.1 Be accurate (where they state facts).
6.7.2 Be genuinely held (where they state opinions).
6.7.3 Comply with applicable law in Ireland and in any country from which they are posted.
6.8 The following is a partial list of the type of Content that is prohibited on the Website. Content must not:
6.8.1 defame, abuse, harass, stalk, threaten or otherwise offend others;
6.8.2 be unlawful, obscene, defamatory, seditious, indecent, offensive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, be in breach of confidence, be in breach of privacy or be in any way inappropriate;
6.8.3 breach any applicable laws or regulations;
6.8.4 deceive or mislead any person and/or entity;
6.8.5 falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present;
6.8.6 upload, post, email, transmit or otherwise make available any content or initiate communications which include information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
6.8.7 upload, post, email, transmit or otherwise make available any content or initiate communication that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;
6.8.8 upload, post, email, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, "junk mail","spam","chain letters","pyramid schemes", or any other form of solicitation;
6.8.9 upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; and/or
6.8.10 Interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website.
7. SUSPENSION AND TERMINATION
7.1 You agree that we may, with or without cause, immediately terminate your user account and access to the RateMyArea.Com Service without prior notice at our sole discretion. Without limiting the foregoing, the following will lead to a termination by us of a user's use of the RateMyArea.Com Service (a) breaches of this Agreement, (b) requests by law enforcement, Garda Siochana /police or other government agencies, (c) a request by you (self-initiated account deletions), (d) unexpected technical issues or problems, and (e) extended periods of inactivity. Termination of your user account includes removal of access to all RateMyArea.Com Services, all Content that we may determine and may also bar you from further use of the Website. Furthermore, you agree that all terminations shall be made in our sole discretion and that we shall not be liable to you nor any third party for any termination of your account or access to the Website.
7.2 You understand and agree that we may review and delete any business listings (including business name, address, phone, fax, distance, reviews, rating) or other Content that in our sole judgment breach this Agreement or which might be offensive, illegal, or that might violate the rights of, harm, or threaten the safety of other users or members of our Website and/or other website users and/or users of the RateMyArea.Com Service. We reserve the right to investigate and we will determine, in our discretion, whether there has been a breach of this Agreement through your use of our Website and/or the RateMyArea.Com Service. When a breach of this agreement has occurred, we may take such action as we deem appropriate.
7.3 Failure to comply with this Agreement may result in our taking all or any of the following actions:
7.3.1 Immediate, temporary or permanent withdrawal of your right to use our Website and/or the RateMyArea.Com Service;
7.3.2 Immediate, temporary or permanent removal of any posting, material or Content uploaded by you to our Website;
7.3.3 Issue of a public (via the Website) or private warning to you;
7.3.4 Limit the amount of postings you may make;
7.3.5 Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
7.3.6 Other legal action against you; and/or
7.3.7 Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
7.4 We exclude liability for actions taken in response to breaches of the content standards and restrictions of use. The responses described in this Agreement are not limited, and we may take any other action we reasonably deem appropriate.
If you believe that Content posted on the Website breaches this Agreement or is in any other way objectionable, please notify us through the red flag "Report a problem or abuse" mechanism on the Website specifying the full details of such Content and identifying all postings of such Content and specifying the reasons for your objections. If you do not provide us with sufficient information, we maybe unable to process your complaint. We reserve the right to investigate and we will determine, in our discretion, what action (if any) to take. You are solely responsible for your interactions with other users of the Website. While we reserve the right to monitor or to intervene in disputes between you and other users, we have no obligation to do so.
9. MOBILE SERVICES
The RateMyArea.Com Service includes certain features that are available via your telephone and mobile phone. This feature is called "Free Call". We do not charge for these services. We provide free of charge the "Free Call" facility to both registered and unregistered users which allows you to telephone through the Website a business appearing on the Website provided that you have provided your telephone/mobile number to us and you click on the "Free Call" symbol. "Send to Mobile" SMS and other mobile business information services are also available to registered users in a similar manner. You agree that we may communicate with you regarding RateMyArea and the RateMyArea Service by any electronic means whatsoever to your telephone or mobile device and that certain information about your usage of the telephone and mobile service may be communicated to us. Please note the specific restrictions that apply to your use of this service, as set out in Clauses 5.2 and 5.3 of these terms.
10. DISPUTES WITH THIRD PARTIES
You must tell us immediately if anyone makes or threatens to make any claim or issue legal proceedings against you relating to your use of the Website and/or the RateMyArea.Com Service. You will, at our request, immediately stop the act complained of. If we ask you to, you must confirm the details of the claim in writing. If you fail to stop the act or acts complained of we reserve the right to take any and all appropriate action against you under the terms of the Agreement.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 We are the owner or the licensee of all intellectual property rights in our Website and the RateMyArea.Com Service, and in the Content published on it. Those works are protected by copyright laws, trade mark laws, database laws and treaties around the world. All such rights are reserved.
11.2 The Website and the RateMyArea.Com Service (including, but not limited to, text, photographs, graphics, video and audio Content) are protected by copyright as collective works or compilations under the copyright laws of Ireland and other countries. All individual articles, Content and other elements comprising the Website and the RateMyArea.Com Service are also copyrighted works. Except for the Content submitted by members or users, the Website and the RateMyArea.Com Service and all aspects thereof, including all copyright, trade marks and other intellectual property or proprietary rights therein, is owned by us or our licensors. You acknowledge that the Website and the RateMyArea.Com Service and any underlying technology or software used in connection with the Website and the RateMyArea.Com Service contains our proprietary information. You may not modify, reproduce, distribute, create derivative works of, publicly display or in any way exploit, any of the content, software, and/or materials available on the Website, or the RateMyArea.Com Service in whole or in part except as expressly provided. Except as expressly and unambiguously provided herein, we and our suppliers do not grant you any express or implied rights, and all rights in the RateMyArea.Com Service not expressly granted by us to you are retained by us.
11.3 If it is determined that you retain moral rights in the Content, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the Content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the Content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights.
11.4 We are the proprietor of the Community trade mark RATEMYAREA.COM (006220586). All product names mentioned on our Website are the trade marks of their respective owners, and other trade marks may be displayed on our Website from time to time. Some material on our Website may contain other information containing intellectual property of a third party. Nothing displayed on our Website should be construed as granting you any licence or right of use of any logo, information or trade mark displayed on it, without the express written permission of the relevant owner, save as expressly provided in this Agreement.
11.5 You may print off one copy, and may download extracts, of any page(s) from our Website for your own personal, non-commercial reference and you may draw the attention of others within your organisation to material posted on our Website. In particular, you must not cache any of the contents for access by third parties, nor mirror, scrape or frame any of the content of the Website, nor incorporate it into another website without our express written permission. You may also permit your computer to make an electronically stored, transient copy of the content on our Website for the purposes of viewing it while connected to the internet only.
11.6 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, or any graphics separately from any accompanying text.
11.7 Our status (and that of any partners, advertisers or third parties identified on our Website) as the authors of material on our Website must always be acknowledged by you.
11.8 You must not use any part of the Content on our Website for commercial purposes without obtaining a licence to do so from us.
11.9 If you print off, copy or download any part of our Website in breach of this Agreement, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials that you have made.
12. OUR LIABILITY
12.1 The Content and other material displayed on our Website are provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we expressly exclude:
12.1.1 all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity; and
12.1.2 any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our Website and/or RateMyArea.Com Service or in connection with the use, inability to use, or results of the use of our Website and/or RateMyArea.Com Service, any websites linked to it and any materials posted on it, including, without limitation any liability for loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, loss of goodwill, wasted management or office time and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
12.2 This does not affect our liability for death or personal injury arising from our negligence, or our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.
12.3 We shall not be liable for any failure to perform any of our obligations under this Agreement caused by matters beyond our reasonable control. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any Content on the Website.
12.4 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, malicious or impairing computer programs or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website and/or RateMyArea.Com Service or to your downloading of any material posted on it, or on any website linked to it.
12.5 We do not guarantee the security of the online services or any systems connected with the use of the Website (including the internet and your hardware and software) used in accessing the services, or any information passed through such systems. We do not guarantee access to the Website or any systems used in accessing our services will be continuous or virus or error free.
12.6 Any material downloaded or otherwise obtained through the use of the Website is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from us or through or from the Website shall create any warranty not expressly stated in this Agreement.
You agree to indemnify and hold us, our parent, subsidiaries, officers, directors, shareholders and employees, harmless, including costs and legal fees, from any claim or demand made by any third party due to or arising out of (i) your access to the Website, (ii) your use of the RateMyArea.Com Service, (iii) the violation of this Agreement by you, or (iv) the infringement by you, or any third party using your account or user identification name or password, of any intellectual property or other right of any person or entity.
14. UPLOADING CONTENT TO OUR WEBSITE
14.2 Any Content you upload to our Website will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right, at our discretion, to disclose your identity to any third party who is claiming that any Content posted or uploaded by you to our Website constitutes a violation of their intellectual property rights, or of their right to privacy.
14.3 Content which comprises business and/or advertising material will appear on the Website. Individual business and/or advertisers are solely responsible for the content of the material which they submit to us including ensuring that it complies with relevant legislation. We accept no responsibility for the content of any business and/or advertising material, including, without limitation, any error, omission or inaccuracy.
15. LINKING TO OUR WEBSITE
15.1 You may link to pages of our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, sponsorship or endorsement on our part without our express written permission.
15.2 We reserve the right to withdraw linking permission without notice, or to change the addresses of various pages of our Website. Our Website must not be framed on any other Website.
15.3 If you wish to make any use of material on our Website other than in the manner that is set out above, please address your request to firstname.lastname@example.org.
16. LINKS FROM OUR WEBSITE
Where our Website contains links to other websites and resources provided by our partners or other third parties, these links are provided for your information only. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you link to any such websites you leave our Website and do so entirely at your own risk.
17. CONTACT FROM US
In the course of providing you services and in respect of your use of the Website, we may need to communicate with you via email or by means of the other details that you have submitted to us. You agree to receive emails which are specific to your account and necessary for the normal functioning of the Website, including but not limited to emails which help inform users about functionality of the Website (i.e. special offers, notifications and RateMyArea.Com Service news updates).
18. JURISDICTION AND APPLICABLE LAW
The Irish courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our Website and/or RateMyArea.Com Website although we retain the right to bring proceedings against you for breach of this Agreement in your country of residence or any other relevant country. This Agreement is governed by Irish law. The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
We may revise this Agreement at any time by amending the pages upon which they appear on our Website without giving notice of such modifications. Such modifications become effective immediately upon posting of the modified terms on the Website. You agree to review the Agreement periodically so that you are aware of any modifications. Your continued use of the Website and/or RateMyArea.Com Service after any modifications indicates your acceptance of the modified Agreement.
A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of that right or remedy or the exercise of another right or remedy.
In the event that any clause or any part of any clause in this Agreement is declared invalid or unenforceable, by the judgment or decree by consent or otherwise of a court of competent jurisdiction from whose decision no appeal is or can be taken, all other provisions contained in this agreement shall remain in full force and effect and shall not be affected by such finding for the term of this Agreement.
22. ASSIGNMENT AND ENTIRE AGREEMENT
22.1 We may assign or subcontract any or all of our rights and obligations of our Agreement with you to a third party at any time, at our discretion. You may not, without our prior written consent, assign or dispose of any of your rights or obligations arising under this Agreement.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback and other information about the Website and/or the RateMyArea.Com Service provided by you to us are non-confidential and may be used by us at our discretion.
24. YOUR CONCERNS AND COMPLAINTS
Thank you for visiting RateMyArea.
Additional Business Member Terms
Last upated 17th June 2008
25.2 The Business Member section of the Website allows access to services including without limitation advertising options, administrative control options of business's profile and customer relationship management options ("Business Member Services"). The Business Member section of the Website does not allow you amend or interfere with user reviews of your Content or other wise referring or dealing with your business(es).
26.1 You need to have a user account with us in order to use any of the Business Member Services and to do this you need to register with us by completing a user registration form.
26.2 Once you have registered as a user of the Website, you can then start promoting your business by upgrading to become a RateMyArea Business Member. You can do this by adding your business details to this section of the Website and by placing an Order; you will be asked to register your Content as part of this process.
26.3 When you add your business details to this section of the Website you are deemed to be requesting from us a Business Member Service.
26.4 When you register your business details as a RateMyArea Business Member you agree to ensure that your details provided on registration are true and not in any respect inaccurate, misleading, deceptive or likely to mislead or deceive. You agree to notify us immediately of any changes which are relevant to your registration in accordance with the Terms and Conditions.
26.5 You can cancel your RateMyArea Business Membership at any time by emailing us at billing@RateMyArea.com.
26.6 We may suspend or cancel your account immediately if you breach any of your obligations under our agreement with you or otherwise at our reasonable discretion.
27.1 We operate advertising options, such as the management and enhancement of business profile listings on the Website ("Chargeable Services"). Each order (which can be made by debit/credit/switch/laser card) for a Chargeable Service ("Order") shall be made by you either through the Business Member section of the Website or through our off-line payment facility. By placing an Order you accept and agree to comply with this agreement.
27.2 When you place an Order for a Chargeable Services, your Order constitutes an offer to us to buy Chargeable Services. All Orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you a receipt email that confirms that we have accepted your Order. We will not be obliged to supply any Chargeable Services to you simply by virtue of a previous Order for Chargeable Services having been accepted.
27.3 Subject to our acceptance of your Order for Chargeable Services, you may avail of our Chargeable Services by posting material for inclusion on the Website ("Content"). The length of time that such Content remains on the Website shall be determined by your Order and our acceptance of it. You may request us to remove any Content from the Website before such Content has reached its expiry date, but you shall not be entitled to a refund for unused time.
27.4 You are responsible for ensuring that you upload Content during the period of time that you are permitted to make it available on the Website and for complying with such technical specifications and format guidelines as to Content as we may specify from time to time.
28. YOUR OBLIGATIONS
28.1 You will pay us for the Chargeable Services in accordance with Clause 30 of these Additional Business Member Terms.
28.2 You agree that:
28.2.1 you are solely responsible for the form, content and accuracy of any Content;
28.2.2 you will only submit Content that is true and not in any respect inaccurate misleading, deceptive or likely to mislead or deceive;
28.2.3 any and all Content that you submit shall relate to specific and genuine goods and/or services that were available at the time of posting; and
28.2.4 by submitting Content, you permit any user of the Website to view, store and reproduce such Content for personal use.
28.3 If the Advertising Standards Authority of Ireland, or any other independent reputable industry body sets up a pre-clearance procedure for internet advertising, then you agree (at our request and at your sole cost) to submit all Content to such organisation for pre-clearance and you shall provide satisfactory written confirmation of such clearance to us.
28.4 You will ensure that all Content complies with all applicable laws.
29. WARRANTIES, REPRESENTATIONS AND INDEMNITY
29.1 You represent and warrant to us that:
29.1.1 you have the power and authority to enter into these Additional Business Member Terms and grant all rights granted or purported to be granted and fully perform your obligations hereunder;
29.1.2 you have or will have obtained prior to transmission all necessary rights, consents, licences, clearances and waivers in relation to the Content (including without limitation any musical recordings and compositions contained in the Content) to enable us to publish the Content on the Website and you shall be solely responsible for any and all payments due to third parties as a result of such publication;
29.1.3 you shall not send directly or indirectly, a cookie (being a packet or piece of data or other information sent by a web server to a client device, to be stored on that client device and which is sent back to that web server each time the client device makes additional requests from that web server) to the device of any user of the Website who accesses the Content, irrespective of whether any such device has been enabled by such user to receive cookies; and
29.1.4 you will comply with all relevant requirements of the Data Protection Acts 1988 to 2003 and have and will comply with all relevant requirements of the European Communities (Directive 2000/31/EC) Regulations 2003 and any guidance issued by the Irish Data Protection Commissioner or other competent body in relation to obtaining, storing and use of personal data derived from viewers of Content or otherwise in connection with these Additional Business Member Terms.
29.2 You shall indemnify on demand and hold us harmless from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, legal costs and expenses and value added tax thereon) and liabilities suffered or incurred, directly or indirectly, by us in consequence of:
29.2.1 any breach, non-performance or non-observance by you of any of its agreements, obligations, warranties, representations and undertakings contained in these Additional Business Member Terms; and/or
29.2.2 the use, publication, reproduction or transmission of the Content on the Website.
29.3 This Clause 29 shall continue in full force and effect notwithstanding any suspension or termination of our agreement with you.
30. OUR RIGHTS
30.1 The content, layout, availability and format of the Website shall be subject to variation at our sole discretion.
30.2 We reserve the right to vary the Chargeable Services and do not guarantee that a Chargeable Service will remain chargeable or that a free-of-charge service will remain free-of-charge.
30.3 By submitting any Content to us, you grant us and our affiliates the royalty free, perpetual, irrevocable, sub-licensable, non-exclusive, right to use, reproduce, modify, publish, translate, transmit, communicate, display or create any derivative works from such Content. You should note that we reserve the right to make inactive or delete at any time and without prior notice any Content which is abusive, illegal or disruptive. Any acceptance by us of any Content shall not be deemed to constitute an acceptance by us that such Content is provided in accordance with our agreement with you nor shall it constitute a waiver of our rights. In the event that we make inactive or delete any of your Content we shall use reasonable endeavours, but are not obliged, to contact you in advance.
30.4 We do not accept any responsibility for failure to contact you or to notify you of any changes to or rejection of Content which we deem necessary to comply with our production and editorial requirements.
30.5 We do not accept any responsibility for the behaviour of users on the Website or the information made available on this Website by other users. Therefore, we do not guarantee or endorse any transaction that occurs as a result of any user of the Website that contacts you.
30.6 If we are notified by a user of this Website that your Content does not conform to our agreement with you we may investigate the allegation and determine in good faith and at our sole discretion whether to remove or request the removal of the Content.
30.7 We reserve the right to re-categorise the search location of the Content in the Website's database if we, in our sole discretion, consider it not to be located to maximum benefit. We also reserve the right to remove temporarily or permanently any Content which we, in our sole discretion, consider to be of an unsatisfactory standard for whatever reason.
30.8 We reserve the right, at our sole discretion, to pursue all of our legal remedies, including but not limited to deletion of any Content from the Website and immediate termination of your registration with or without ability to access the Website and/or any service provided to you by us, upon any breach by you of our agreement with you or if we are unable to verify or authenticate any Content submitted to the Website.
30.9 We do not accept liability for any consequences, howsoever arising, due to error or delay in posting, or refusal to post, Content.
30.10 We shall not be held responsible for any addition to, changes in, deletions from, delay in publication or withdrawal of any Content required by any competent authority having jurisdiction over or responsibility for the regulation of electronic and online advertising on the internet (including without limitation the Advertising Standards Authority or any replacement body).
30.11 Save as otherwise expressly agreed by us in writing, no protection against proximity of competitive products or services on the Website is given by us.
30.12 In the event of our publication of the Website being restricted, curtailed or prevented by any law, regulation, guideline, code or any other act or thing beyond our control, we may at any time, notwithstanding anything contained in these Additional Business Member Terms, forthwith terminate these Additional Business Member Terms in whole or in part without prejudice to our right to be paid by the Business Member any monies due at the date of termination.
30.13 The Business Member grants us a royalty free, non-exclusive licence to use its names, trade marks and/or logos for the purpose of enabling us to perform our obligations under these Additional Business Member Terms.
30.14 In order to maintain our integrity we reserve the right to forward contact details to any regulatory authorities (including without limitation the police) when requested to do so. We may also forward your contact details where a complaint arises concerning your use of the Website and where that use is considered to be inconsistent with your agreement to us. Subject to this clause 30.14 and other than as required by law, we will not disclose your registration details to any third party without your consent.
31.1 Fees for Chargeable Services are set out in the Business Member section of the Website (except in cases of obvious error) and may be updated by us from time to time. Changes to Fees will not affect orders in respect of which we have already sent you a confirmation that we have accepted your Order. Fees paid to us are not refundable to you under any circumstances.
31.2 You must provide us with complete, accurate and up to date payment information. By submitting card payment details to us you warrant that you are entitled to purchase the Chargeable Services using such payment details. If we do not receive payment authorisation or if payment is not valid, cannot otherwise be processed or if any authorisation is subsequently cancelled or any check of your card fails, we may immediately terminate or suspend your access to any Chargeable Services.
31.3 If you choose to buy Chargeable Services via our standard purchase methods (as set out in Clause 27.1), you will receive an invoice from us which shall be payable in 7 days of receipt in Euros. In practice, if you opt to pay our Fees for Chargeable Services by debit/credit/switch/laser card your card will be immediately debited. If you fail to satisfy this invoice in full by the due date and/or your card is initially debited but subsequently, for whatever reason, we do not receive full payment we shall be entitled but not obliged to charge you interest on the overdue amount, payable by you immediately on demand, from the earlier due date up to the date of actual payment, after as well as before judgment, at the rate of 2% per annum above Euribor; such interest shall accrue on a daily basis and shall be compounded quarterly.
31.4 In the event of any failure by you to make payment in accordance with these Additional Business Member Terms, you will be responsible for all expenses (including legal fees) incurred by us or our agents in collecting such amounts.
31.5 All payments referred to in these Additional Business Member Terms are stated exclusive of value added tax and all other similar taxes and duties payable in respect of such payments. You shall pay to us at the time that the payment becomes due an amount equal to the value added tax, properly chargeable upon such payment. We shall provide you with a value added tax invoice in respect of the payment.
31.6 If the Website is unavailable to you, through operating difficulties on our part, for more than 7 consecutive working days then a pro-rata credit amount of the appropriate monthly fee shall be made to you by adjusting the next monthly invoice accordingly.
32.1 Either party may terminate these Additional Business Member Terms (without prejudice to its other rights and remedies) by giving 10 days written notice to the other party.
32.2 Either party (the "Non-Defaulting Party") may terminate these Additional Business Member Terms and/or require payment of any amounts due hereunder (without prejudice to its other rights and remedies) with immediate effect by written notice to the other party (the "Defaulting Party") if:
32.2.1 the Defaulting Party commits a material breach of any of its obligations under these Additional Business Member Terms and if the breach is capable of remedy, fails to remedy it during the period of fifteen (15) days starting on the date of receipt of notice from the Non-Defaulting Party specifying the breach and requiring it to be remedied;
32.2.2 the Defaulting Party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets; if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liquidators/interim receivers or special managers); if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
32.2.3 the Defaulting Party suffers or there occurs in relation to that party, any event which in the reasonable opinion of the Non-Defaulting Party is analogous to any of the events referred to in clause 32.2.2 in any part of the world.
32.3 You shall immediately give notice in writing to us of any event referred to in clauses 32.2.2 and 32.2.3 which would entitle us to terminate these Additional Business Member Terms.
33. LIMITATION OF LIABILITY
33.1 Our aggregate liability in respect of any loss or damage suffered by you and arising out of or in connection with these Terms, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the amount of the Fees actually paid by you to us pursuant to this Agreement during the year in which such loss or damage is suffered.
33.2 We shall not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for:
33.2.1 any loss arising from or in connection with loss of revenues, profits, contracts, or business or failure to realise anticipated savings;
33.2.2 any loss of goodwill or reputation;
33.2.3 any indirect or consequential losses; or
33.2.4 any business interruption or loss of information or data
suffered or incurred by you arising out of or in connection with any matter under this agreement.
33.3 Nothing in this Clause 33 shall limit our liability in respect of any liability that cannot be excluded by operation of the law including fraud.
34.1 We shall have no liability for any delay in or failure to perform any or all of our obligations under our agreement with you if the delay or failure arises from or is attributable to acts, events, omissions or accidents beyond our reasonable control including, without limitation, industrial disputes (where caused by events or circumstances which are themselves beyond our reasonable control), nuclear accident, war or terrorist activity, acts of God, civil commotion, compliance with any law, governmental order, rule, regulation, or direction, failure of technical facilities, accident, fire, flood, storm or default of suppliers or sub-contractors.
34.2 Any notice given by a party under these Additional Business Member Terms shall be in writing and served by hand, prepaid post and/or recorded post, fax or electronic email to the relevant addressee at the address, fax number or email address (as the case may be) referred to in an Order or designated on the Website (whether by you or by us). Any such notice shall be deemed to have been served at the time of delivery. All communications between you and us in respect of our agreement with you must be in English.
34.3 Nothing in our agreement with you shall create or be deemed to create a partnership, joint venture or principal-agent relationship between the parties and neither party shall have authority to bind the other in any way unless expressly provided otherwise in our agreement with you.