Terms & Conditions | Pinnacle Marketing Group

Terms and Conditions

Website & Social Media

1. Agreement. The Pinnacle Publishing, LLC Digital Order Form (“Order Form”) will become a binding contract when signed by the applicant (“Advertiser”) and accepted by Pinnacle Publishing, LLC (“Publisher”). This Order Form, along with these Terms & Conditions, contains the entire agreement (the “Agreement”) for website products and services between the Applicant and Publisher (collectively, the “Parties”) for the term subscribed and cannot be modified or cancelled except by mutual written agreement unless otherwise provided herein.

2. Website Services: Publisher provides domain name registration/renewal/transfer, website creation, website hosting, and email hosting services (the “Website Services”). Access to the web and email server space is terminated upon expiration of the Website Services. Website Services are provided on the basis of service, facility and equipment availability. Publisher reserves the right not to provide one or more Website Services where necessary facilities, equipment or services are not available for any reason whatsoever.

3. Invoices; Past Due Accounts; Deposits. Publisher will bill Advertiser for the Website Services as set forth on the Order Form within 60 days from the date of sale. Payments are due as set forth on such invoices as Advertiser shall receive from Publisher. Publisher will assess a late charge equal to the highest rate allowed by law on any balance not paid before its due date. If Advertiser fails to pay any amount when due, Publisher may, at its option, immediately cease performing under this Agreement, cancel this Agreement and/or declare all charges for the remaining Agreement period immediately due and payable, along with attorneys' fees and other expenses incurred by Publisher to collect these amounts. Deposits made under this Agreement are non-refundable.

4. Terms; Cancellation: The initial term of the Agreement is 12 months. Following the initial term, the Agreement will automatically renew on an annual basis. Cancellation during the initial 12 months will require written notification and an early termination fee of $120 from the Advertiser. Cancellation after the initial 12 months will require written notification only, in which case the Publisher will cease billing 30 days or 1 billing cycle, whichever greater, from the date the notification is received.

5. Advertiser Information. Advertiser hereby warrants that the firm name, address and telephone number shown on the Order Form are correct. Advertiser must immediately inform Publisher in writing of any change in its name, address or telephone number; Publisher will not be liable for any delay in performing any update to said information.

6. Advertiser Content. Advertiser will furnish, at its sole expense, all copy, cuts, illustrations, trademarks, trade names, other special artwork and all other content to be used in connection with this Agreement (the “Advertiser Content”). Advertiser represents and warrants that Advertiser is the owner of and entitled to use and license (or is duly authorized by the owner and entitled to use and license) all Advertiser Content including any currently owned domains and agrees to notify Publisher immediately in writing of any change in such ownership or authorization or any demand or claim against Advertiser that any portion of the Advertiser Content infringes the rights of a third party. Advertiser covenants that it will not provide to Publisher any Advertiser Content that (a) discloses private communications without permission of the Parties thereto or discloses confidential information, (b) is unlawful, threatening, abusive or profane, including without limitation any material constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable laws or regulations or is a virus, worm, cancelbot or other harmful component. Advertiser assumes sole responsibility for the protection of its proprietary rights in the Advertiser Content. Advertiser grants Publisher a non-exclusive, worldwide, irrevocable, royalty-free, sub-licensable (through multiple tiers) license to exercise any and all copyright, trademark, trade name, publicity and database rights Advertiser has in the Advertiser Content, in any advertising medium offered by Publisher.

7. Changes to the Website. Publisher will provide the Advertiser with up to half hour per month of updates to Advertiser's website. Advertiser must contact Publisher and submit changes by the last day of the month. If updates are expected to exceed the allotted time, Publisher will provide a quote of the additional charges to the Advertiser. The quoted amount must be paid in full before the updates to the website will be made. Publisher will not be liable for any delay in performing any update.

8. Changes to Advertising. Publisher may, in its sole discretion, reject any advertisement or remove at any time, without notice, any online content that violates any of Publisher's corporate policies, a copy of which may be obtained by calling 800.343.8086.

9. Volume Restrictions and Usage. Publisher retains the right, at its sole discretion, to restrict the volume of messages transmitted or received by the Advertiser in order to maintain the quality of the Website Services to other advertisers and to protect Publisher's computer systems. As owner and/or operator of the equipment and other resources utilized to provide Website Services, Publisher has the legal right to block electronic communications from other entities on the Internet. All outgoing email messages being sent from Publisher servers may carry an email footer “Trailer Message” which may identify Publisher as the Advertiser's service provider. Publisher does not currently set an arbitrary limit on the amount of resources an account can use, but may do so in the future. The Publisher hosting plan is designed to serve the web hosting needs of small to medium, independently owned and operated businesses and/or personal websites. The accounts are not intended to support the greater web hosting needs of large enterprises or to be used as an online storage warehouse to store: backups, archiving of electronic files or emails, documents, log files, etc. or used as media file streaming/sharing hub. The Website Services are provisioned in a shared hosting environment; any account found to be adversely affecting the performance of other advertisers accounts by excessively using network bandwidth, server storage, memory and CPU resources, will be flagged by Publisher administrators and anti-abuse controls, and the Advertiser will then be asked to consider a Virtual Private Server (VPS) or dedicated server services. Serious offenses will result in the account service suspension or termination, with or without notice. Use of the Website Services for illegal purposes is prohibited. Advertiser agrees that Publisher has not made any guarantees regarding usage statistics or levels of impression for any advertising. Publisher will not be liable for claims related to any such statistics.

10. Domain Name. Publisher offers domain name registration and renewal services with a value of up to $19.99/year in partnership with a domain registrar of its choice (the “Registrar”). Publisher will administer the domain names and websites on behalf of Advertiser. Publisher will work with the Advertiser to find a domain name that is suitable and is within the $19.99/year value. Publisher cannot guarantee the availability of a domain name. If the Advertiser requests that Publisher use one of the Advertiser's domain names in connection with the Website Services, the Advertiser will transfer that domain to the Registrar or hosting provider selected by Publisher, and will take any other steps required for Publisher to use the domain name in association with the Website Services. If the domain name exceeds the value of $19.99/year, the Advertiser must purchase the domain name and transfer to Publisher as necessary. Should Advertiser transfer any of its domain names to a different website services provider, such transfer shall not terminate this Agreement and Advertiser will remain liable for all other Website Services purchased on the Order Form. Publisher processes registration and renewal services through this Registrar at its discretion. You agree that Publisher may, but is not obligated to, place your domain name registration in a domain lock status to prevent unauthorized transfers of your domain name registration. In addition to this Agreement, domain names are also subject to the domain name registration agreements of Publisher's then current Registrar.

11. Passwords. The Advertiser and its employees must take reasonable measures to maintain the confidentiality and security of all usernames and passwords issued by Publisher to the Advertiser and its employees. The Advertiser must immediately notify Publisher in writing if the Advertiser becomes aware of any unauthorized use of any username or any other security breach regarding the Advertiser's email accounts. The Advertiser will be solely responsible for all activities conducted under the Advertiser's and its employee's usernames.

12. Reservation of Rights. Publisher reserves the right and sole discretion to: (a) censor any website hosted on its servers that is deemed inappropriate; (b) review any account for excessive space or bandwidth utilization and to suspend Website Services to those accounts that exceeds allowed levels; terminate an account for non-payment or providing fraudulent account information or fraudulent payment information; (d) terminate any account if the content of account website results in, or is the subject of, legal action or threatened legal action, against Publisher or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit; (e) terminate any account for unsolicited, commercial e-mailing (i.e., SPAM); illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; and other activities whether lawful or unlawful that Publisher determines to be harmful to its other advertisers, operations or reputation; or for any breach of this Agreement; (f) temporarily suspend the Website Services for technical reasons or to maintain network equipment or facilities; (g) suspend Website Services at any time for any duration of time when necessary, without penalty or liability to Publisher.

13. Publisher Property. All advertising that contains Publisher's creative effort and/or uses the illustrations, labor, composition and/or material furnished by Publisher is and remains Publisher's property, including all rights of copyright; Advertiser may not use this content without Publisher's prior written consent and payment of compensation to Publisher. Advertiser will not obtain any rights in any information collected by Publisher or its digital advertising website vendor(s) or other suppliers relating to this Agreement (including without limitation any personally identifiable transactional data, secure data or user demographic information).

14. Taxes. If a sales or other tax is imposed on Publisher related to the Website Services, such taxes shall be passed through to Advertiser and Advertiser shall reimburse Publisher based on the value of the Website Services.

15. Indemnification. Advertiser agrees to defend, indemnify and hold Publisher and its officers, directors, managers, governors, members, agents, affiliates, website vendor(s), applicable telephone company customers, suppliers and employees (collectively, the “Publisher Indemnitees”) harmless from any claim, demand, suit, action, proceeding, expenses (including attorneys fees), loss, liability and damages of any type arising from any demand or claim made by any third party due to or arising out of Advertiser's breach of this Agreement or its violation of any law or the rights, including without limitation intellectual property rights, of a third party.

16. NO WARRANTY; LIMITATION OF LIABILITY. The Website & Social Media Services are provided on an “as is” basis and without warranty of any kind, express or implied and the entire risk as to the quality and performance thereof is with Advertiser; Publisher does not guarantee that they will meet the end users needs or be secure, error-free and without interruption. So, to the extent legally permitted, Publisher excludes all warranties, terms and conditions with respect thereto. IN NO EVENT WILL PUBLISHER BE LIABLE TO ADVERTISER OR TO ANY THIRD PARTY FOR (A) ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR UNREALIZED BUSINESS OPPORTUNITY, ARISING OUT OF THIS AGREEMENT OR THE FAILURE TO PUBLISH ANY ADVERTISEMENT, WHETHER OR NOT PUBLISHER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY DAMAGES IF AND TO THE EXTENT CAUSED BY ADVERTISER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. Because some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, such disclaimers and exclusions may not apply to Advertiser. Regardless of the previous sentences, Publisher's total cumulative liability is limited to the amount charged to Advertiser for the Website Services. Advertiser expressly releases Publisher from any liability exceeding this limit. References to Publisher in this Section 16 include all Publisher Indemnities.

17. Force Majeure. Publisher shall not be in breach of its obligations under this Agreement due to delays caused by fires, natural disasters, strikes, work stoppages, power outages, governmental regulation or any other cause beyond its control.

18. Assignment. If Advertiser sells or transfers its business, or all or substantially all of its assets, then Advertiser will include this Agreement and any amounts owed to Publisher under it in any such sale or transfer. Publisher may, in its sole discretion, sell, assign or transfer this Agreement to a third party without Advertiser's consent.

19. Miscellaneous. If a court of competent jurisdiction finds any part of this Agreement to be invalid, the Parties agree that the court should endeavor to give effect to the Parties' intent as reflected in the provision, and the other provisions will remain in full force and effect. Headings are included for convenience only and will not be considered in interpreting this Agreement. Publisher's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. This Agreement will be governed by Minnesota law as applied to agreements entered into and to be performed entirely within Minnesota, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The Parties consent to the exclusive jurisdiction and venue in the state court in Beltrami County, Minnesota or the federal court in St. Louis County, Minnesota. The following sections survive any termination of this Agreement: rates shown on the face hereof (with respect to amounts owed to Publisher), 3, 4, 13, 14, 15, 16 and this Section 19.

20. Confidential Information. Advertiser’s “Confidential Information” are any passwords used in connection with the Website and any content or materials which Advertiser designates as confidential or which Publisher should reasonably believe to be confidential. Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than as necessary to perform under this Agreement. The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, or (d) independently developed by recipient without reference to the other party’s Confidential Information.

Video

1. Agreement. The Pinnacle Publishing, LLC Digital Order Form (“Order Form”) will become a binding contract when signed by the applicant (“Advertiser”) and accepted by Pinnacle Publishing, LLC (“Publisher”). This Order Form, along with these Terms & Conditions, contains the entire agreement (the “Agreement”) for video products and services between the Applicant and Publisher (collectively, the “Parties”) for the term subscribed and cannot be modified or cancelled except by mutual written agreement unless otherwise provided herein.

2. Video Services: Publisher will provide video production and final output files to Advertiser. Video provided is for online use only and is not intended for television broadcast quality.

3. Invoices; Past Due Accounts; Deposits. Publisher will bill Advertiser for the Services as set forth on the Order Form within 60 days from the date of sale. Payments are due as set forth on such invoices as Advertiser shall receive from Publisher. Publisher will supply the Advertiser with a copy of the video once full payment is received. Publisher will assess a late charge equal to the highest rate allowed by law on any balance not paid before its due date. If Advertiser fails to pay any amount when due, Publisher may, at its option, immediately cease performing under this Agreement, cancel this Agreement and/or declare all charges for the remaining Agreement period immediately due and payable, along with attorneys' fees and other expenses incurred by Publisher to collect these amounts. Deposits made under this Agreement are non-refundable.

4. Video Elements: Publisher will create the video based on the needs of the client and therefore basic components will vary but may include basic script, voice over, stock music bed and stock materials if needed. The video will be up to 30 seconds in length and highlights particular aspects of the Advertiser's business. It may include up to 7 still images and/or video footage edited together to make a montage. Images and/or video may be provided by Advertiser or acquired through Publisher stock photo and video library.

5. Changes to the Video: Delivery of a fully produced video to proof will be 5 business days from the receipt of all assets. Upon delivery of the proof Advertiser has the right to require one round of editing modifications to each video at no charge. Each additional round of changes will be charged $75. All modification requests after the proof has been approved and final delivery made to Advertiser or modification requests will be charged as a new order.

6. Output: Upon final approval, the Advertiser will receive email notification that their video is complete. A copy of the video will be sent to the Advertiser and applied to the Advertiser's localsolution.com listing, website and any other online location that is serviced by Publisher, once payment is received in full.

7. Advertiser Information. Advertiser hereby warrants that the firm name, address and telephone number shown on the Order Form are correct. Advertiser must immediately inform Publisher in writing of any change in its name, address or telephone number; Publisher will not be liable for any delay in performing any update to said information.

8. Advertiser Content. Advertiser will furnish, at its sole expense, all copy, cuts, illustrations, trademarks, trade names, other special artwork and all other content to be used in connection with this Agreement (the “Advertiser Content”). Advertiser represents and warrants that Advertiser is the owner of and entitled to use and license (or is duly authorized by the owner and entitled to use and license) all Advertiser Content including any currently owned domains and agrees to notify Publisher immediately in writing of any change in such ownership or authorization or any demand or claim against Advertiser that any portion of the Advertiser Content infringes the rights of a third party. Advertiser covenants that it will not provide to Publisher any Advertiser Content that (a) discloses private communications without permission of the Parties thereto or discloses confidential information, (b) is unlawful, threatening, abusive or profane, including without limitation any material constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable laws or regulations or is a virus, worm, cancelbot or other harmful component. Advertiser assumes sole responsibility for the protection of its proprietary rights in the Advertiser Content. Advertiser grants Publisher a non-exclusive, worldwide, irrevocable, royalty-free, sub-licensable (through multiple tiers) license to exercise any and all copyright, trademark, trade name, publicity and database rights Advertiser has in the Advertiser Content, in any advertising medium offered by Publisher.

9. Changes to Advertising. Publisher may, in its sole discretion, reject any advertisement or remove at any time, without notice, any content that violates any of Publisher's corporate policies, a copy of which may be obtained by calling 800.343.8086.

10. Taxes. If a sales or other tax is imposed on Publisher related to the Video Services, such taxes shall be passed through to Advertiser and Advertiser shall reimburse Publisher based on the value of the Website Services.

11. Indemnification. Advertiser agrees to defend, indemnify and hold Publisher and its officers, directors, managers, governors, members, agents, affiliates, website vendor(s), applicable telephone company customers, suppliers and employees (collectively, the “Publisher Indemnitees”) harmless from any claim, demand, suit, action, proceeding, expenses (including attorneys' fees), loss, liability and damages of any type arising from any demand or claim made by any third party due to or arising out of Advertiser's breach of this Agreement or its violation of any law or the rights, including without limitation intellectual property rights, of a third party.

12. NO WARRANTY; LIMITATION OF LIABILITY. The Video Services are provided on an “as is” basis and without warranty of any kind, express or implied and the entire risk as to the quality and performance thereof is with Advertiser; Publisher does not guarantee that they will meet the end users' needs or be secure, error-free and without interruption. So, to the extent legally permitted, Publisher excludes all warranties, terms and conditions with respect thereto. IN NO EVENT WILL PUBLISHER BE LIABLE TO ADVERTISER OR TO ANY THIRD PARTY FOR (A) ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR UNREALIZED BUSINESS OPPORTUNITY, ARISING OUT OF THIS AGREEMENT OR THE FAILURE TO PUBLISH ANY ADVERTISEMENT, WHETHER OR NOT PUBLISHER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY DAMAGES IF AND TO THE EXTENT CAUSED BY ADVERTISER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. Because some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, such disclaimers and exclusions may not apply to Advertiser. Regardless of the previous sentences, Publisher's total cumulative liability is limited to the amount charged to Advertiser for the Website Services. Advertiser expressly releases Publisher from any liability exceeding this limit. References to Publisher in this Section 12 include all Publisher Indemnities.

13. Force Majeure. Publisher shall not be in breach of its obligations under this Agreement due to delays caused by fires, natural disasters, strikes, work stoppages, power outages, governmental regulation or any other cause beyond its control.

14. Assignment. If Advertiser sells or transfers its business, or all or substantially all of its assets, then Advertiser will include this Agreement and any amounts owed to Publisher under it in any such sale or transfer. Publisher may, in its sole discretion, sell, assign or transfer this Agreement to a third party without Advertiser's consent.

15. Miscellaneous. If a court of competent jurisdiction finds any part of this Agreement to be invalid, the Parties agree that the court should endeavor to give effect to the Parties' intent as reflected in the provision, and the other provisions will remain in full force and effect. Headings are included for convenience only and will not be considered in interpreting this Agreement. Publisher's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. This Agreement will be governed by Minnesota law as applied to agreements entered into and to be performed entirely within Minnesota, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The Parties consent to the exclusive jurisdiction and venue in the state court in Beltrami County, Minnesota or the federal court in St. Louis County, Minnesota. The following sections survive any termination of this Agreement: rates shown on the face hereof (with respect to amounts owed to Publisher), 3, 10, 11, 12, and this Section 15.

Local Search

1. Agreement. The Pinnacle Publishing, LLC ("Publisher") advertising contract ("Application") will become a binding contract when signed by the applicant ("Advertiser") and accepted by Publisher. The Application, along with these Terms & Conditions, contains the entire agreement (the "Agreement") between Publisher and Advertiser (the "Parties") for the term subscribed and cannot be modified or cancelled except by mutual written agreement unless otherwise provided herein. Any term negotiated and applicable for a particular Application shall be in addition to these Terms and Conditions. In the event of a conflict between these Terms and Conditions and additional terms applicable to any specific Application, these Terms and Conditions shall control.

2. Advertiser Information. Advertiser hereby warrants that the firm name, address and telephone number shown on the face of the Application are the correct. Advertiser must immediately inform Publisher in writing of any change in its name, address or telephone number; Publisher will not be liable for any delay in performing any update.

3. Advertiser Content. Advertiser represents and warrants that Advertiser is duly authorized to engage in the business described by the classification designated on the front of the Application. Publisher reserves the right to change any classification headings that are shown in the Application in order to maintain standardization of classifications that will best serve the purpose of the online directory. Advertiser will furnish, at its sole expense, all copy, cuts, illustrations, trademarks, trade names, other special artwork and all other content to be used in connection with this Agreement (the "Advertiser Content"). Advertiser represents and warrants that Advertiser is the owner of and entitled to use and license (or is duly authorized by the owner and entitled to use and license) all Advertiser Content, including any currently owned domains, and agrees to notify Publisher immediately in writing of any change in such ownership or authorization or any demand or claim against Advertiser that any portion of the Advertiser Content infringes the rights of a third party. Advertiser covenants that it will not provide to Publisher any Advertiser Content that (a) discloses private communications without permission of the Parties thereto or discloses confidential information, (b) is unlawful, threatening, abusive or profane, including without limitation any material constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable laws or regulations or © is a virus, worm, cancelbot or other harmful component. Advertiser assumes sole responsibility for the protection of its proprietary rights in the Advertiser Content. Advertiser grants Publisher a non-exclusive, worldwide, irrevocable, royalty-free, sub-licensable (through multiple tiers) license to exercise any and all copyright, trademark, trade name, publicity and database rights Advertiser has in the Advertiser Content, in any advertising medium offered by Publisher.

4. Changes to Advertising. Publisher may, in its sole discretion, reject any advertisement or remove at any time, without notice, any online content that violates any of Publisher’s corporate policies, a copy of which may be obtained by calling 800.343.8086. Publisher does not guarantee any specific position for advertising and may, in its sole discretion, change any classification headings. Publisher reserves the right to extend or reduce by not more than six months the issue date and period of each printed directory. If the issue life is extended, Advertiser agrees to pay a pro-rated charge for the extended period.

5. Usage. Use of the Services for illegal purposes is prohibited. Advertiser agrees that Publisher has not made any guarantees regarding usage statistics or levels of impression for any advertising. Publisher will not be liable for claims related to any such statistics.

6. Domain Name. Publisher offers domain name registration and renewal services with a value of up to $19.99/year in partnership with a domain registrar (the "Registrar") of its choice. In addition to this Agreement, domain names are also subject to the domain registration agreements of Publisher’s then current Registrar. Publisher will administer the domain names and websites on behalf of Advertiser. Publisher will work with the Advertiser to find a domain name that is suitable and is within the $19.99 value. Publisher cannot guarantee the availability of a domain name. If the domain name exceeds the value of $19.99/year, the Advertiser must purchase the domain name and transfer to Publisher as necessary.

7. Publisher Property. All advertising that contains Publisher’s creative effort and/or uses the illustrations, labor, composition and/or material furnished by Publisher is and remains Publisher’s property, including all rights of copyright; Advertiser may not use this content without Publisher’s prior written consent and payment of compensation to Publisher. Advertiser will not obtain any rights in any information collected by Publisher or its digital advertising site vendor(s) or other suppliers relating to this Agreement (including without limitation any personally identifiable transactional data, secure data or user demographic information).

8. Taxes. If a sales or other tax is imposed on Publisher related to the Services, such taxes shall be passed through to Advertiser and Advertiser shall reimburse Publisher based on the value of the Services.

9. Invoices; Past Due Accounts; Deposits. Publisher will bill Advertiser for the Services as set forth on the Application. Payments are due as set forth on such invoices as Advertiser shall receive from Publisher. Publisher will assess a late charge equal to the highest rate allowed by law on any balance not paid before its due date. If Advertiser fails to pay any amount when due, Publisher may, at its option, immediately cease performing under this Agreement, cancel this Agreement and/or declare all charges for the remaining Agreement period immediately due and payable, along with attorneys’ fees and other expenses incurred by Publisher to collect these amounts. Deposits made under this Agreement are non-refundable.

10. Indemnification. Advertiser agrees to defend, indemnify and hold Publisher and its officers, directors, managers, governors, members, agents, affiliates, online advertising website vendor(s), applicable telephone company customers, suppliers and employees (collectively, the "Publisher Indemnitees") harmless from any claim, demand, suit, action, proceeding, expenses (including attorneys’ fees), loss, liability and damages of any type arising from any demand or claim made by any third party due to or arising out of Advertiser’s breach of this Agreement or its violation of any law or the rights, including without limitation intellectual property rights, of a third party.

11. NO WARRANTY; LIMITATION OF LIABILITY. The Services are provided on an "as is" basis and without warranty of any kind, express or implied and the entire risk as to the quality and performance thereof is with Advertiser; Publisher does not guarantee that they will meet the end users’ needs or be secure, error-free and without interruption. So, to the extent legally permitted, Publisher excludes all warranties, terms and conditions with respect thereto. IN NO EVENT WILL PUBLISHER BE LIABLE TO ADVERTISER OR TO ANY THIRD PARTY FOR (A) ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR UNREALIZED BUSINESS OPPORTUNITY, ARISING OUT OF THIS Agreement OR LOCALSOLUTION.COM, OR THE FAILURE TO PUBLISH ANY ADVERTISEMENT, WHETHER OR NOT PUBLISHER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (B) ANY DAMAGES IF AND TO THE EXTENT CAUSED BY ADVERTISER’S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS Agreement. Because some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, such disclaimers and exclusions may not apply to Advertiser. Regardless of the previous sentences, Publisher’s total cumulative liability is limited to the amount charged to Advertiser for the Services. Advertiser expressly releases Publisher from any liability exceeding this limit. References to Publisher in this Section 11 include all Publisher Indemnities.

12. Force Majeure. Publisher shall not be in breach of its obligations under this Agreement due to delays caused by fires, natural disasters, strikes, work stoppages, power outages, governmental regulation or any other cause beyond its control.
13. Assignment. If Advertiser sells or transfers its business, or all or substantially all of its assets, then Advertiser will include this Agreement and any amounts owed to Publisher under it in any such sale or transfer. Publisher may, in its sole discretion, sell, assign or transfer this Agreement to a third party without Advertiser’s consent.

14. Miscellaneous. If a court of competent jurisdiction finds any part of this Agreement to be invalid, the Parties agree that the court should endeavor to give effect to the Parties’ intent as reflected in the provision, and the other provisions will remain in full force and effect. Headings are included for convenience only and will not be considered in interpreting this Agreement. Publisher’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. This Agreement will be governed by Minnesota law as applied to agreements entered into and to be performed entirely within Minnesota, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The Parties consent to the exclusive jurisdiction and venue in the state court in Beltrami County, Minnesota or the federal court in St. Louis County, Minnesota. The following sections survive any termination of this Agreement: rates shown on the Application (with respect to amounts owed to Publisher), 7, 8, 9, 10, 11 and this Section 14.

Print Directory

1. Agreement. The Pinnacle Publishing, LLC ("Publisher") advertising contract ("Application") will become a binding contract when signed by the applicant ("Advertiser") and accepted by Publisher. The Application, along with these Terms & Conditions, contains the entire agreement (the "Agreement") between Publisher and Advertiser (the "Parties") for the upcoming issue of the stated director(ies) for the term subscribed in the Application and cannot be modified or cancelled except by mutual written agreement unless otherwise provided herein. Any term negotiated and applicable for a particular Application shall be in addition to these Terms and Conditions. In the event of a conflict between these Terms and Conditions and additional terms applicable to any specific Application, these Terms and Conditions shall control.

3. Advertiser Content. Advertiser represents and warrants that Advertiser is duly authorized to engage in the business described by the classification designated on the front of the Application. Publisher reserves the right to change any classification headings that are shown in the Application in order to maintain standardization of classifications that will best serve the purpose of the directories. Advertiser will furnish, at its sole expense, all copy, cuts, illustrations, trademarks, trade names, other special artwork and all other content to be used in connection with this Agreement (the "Advertiser Content"). Advertiser represents and warrants that Advertiser is the owner of and entitled to use and license (or is duly authorized by the owner and entitled to use and license) all Advertiser Content including any currently owned domains and agrees to notify Publisher immediately in writing of any change in such ownership or authorization or any demand or claim against Advertiser that any portion of the Advertiser Content infringes the rights of a third party. Advertiser covenants that it will not provide to Publisher any Advertiser Content that (a) discloses private communications without permission of the Parties thereto or discloses confidential information, (b) is unlawful, threatening, abusive or profane, including without limitation any material constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable laws or regulations or © is a virus, worm, cancelbot or other harmful component. Advertiser assumes sole responsibility for the protection of its proprietary rights in the Advertiser Content. Advertiser grants Publisher a non-exclusive, worldwide, irrevocable, royalty-free, sub-licensable (through multiple tiers) license to exercise any and all copyright, trademark, trade name, publicity and database rights Advertiser has in the Advertiser Content, in any advertising medium offered by Publisher.

4. Review, Approval and Changes to Advertising. Publisher will provide a proof of advertising only if Advertiser so requests in writing. If Publisher sends a proof and Advertiser does not return it by the time indicated, Publisher will assume that the proof is correct. Publisher may, in its sole discretion, reject any advertisement or remove at any time, without notice, any content that violates any of Publisher’s corporate policies, a copy of which may be obtained by calling 800.343.8086. Publisher does not guarantee any specific position for advertising. Publisher reserves the right to extend or reduce by not more than six months the issue date and period of each printed directory. If the issue life is extended, Advertiser agrees to pay a pro-rated charge for the extended period.

5. Usage. Use of the print directory for illegal purposes is prohibited. Advertiser agrees that Publisher has not made any guarantees regarding usage statistics or levels of impression for any advertising. Publisher will not be liable for claims related to any such statistics.

7. Publisher Property. All advertising that contains Publisher’s creative effort and/or uses the illustrations, labor, composition and/or material furnished by Publisher is and remains Publisher’s property, including all rights of copyright; Advertiser may not use this content without Publisher’s prior written consent and payment of compensation to Publisher. Advertiser will not obtain any rights in any information collected by Publisher or its vendor(s) or other suppliers relating to this Agreement (including without limitation any personally identifiable transactional data, secure data or user demographic information).

11. NO WARRANTY; LIMITATION OF LIABILITY. IN NO EVENT WILL PUBLISHER BE LIABLE TO ADVERTISER OR TO ANY THIRD PARTY FOR (A) ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR UNREALIZED BUSINESS OPPORTUNITY, ARISING OUT OF THIS AGREEMENT OR THE PRINT OR ONLINE PUBLICATION OF, OR FAILURE TO PUBLISH, ANY ADVERTISEMENT, WHETHER OR NOT PUBLISHER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY DAMAGES IF AND TO THE EXTENT CAUSED BY ADVERTISER’S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. Because some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, such disclaimers and exclusions may not apply to Advertiser. Regardless of the previous sentences, Publisher’s total cumulative liability is limited to the amount charged to Advertiser for the applicable advertisement for the applicable directory for the life of such issue. Advertiser expressly releases Publisher from any liability exceeding this limit. References to Publisher in this Section 11 include all Publisher Indemnities.

13. Assignment. If Advertiser sells or transfers its business, or all or substantially all of its assets, then Advertiser will include this Agreement and any amounts owed to Publisher under it in any such sale or transfer. Publisher may, in its sole discretion, sell, assign or transfer this Agreement to a third party without Advertiser’s consent.

14. Miscellaneous. If a court of competent jurisdiction finds any part of this Agreement to be invalid, the Parties agree that the court should endeavor to give effect to the Parties’ intent as reflected in the provision, and the other provisions will remain in full force and effect. Headings are included for convenience only and will not be considered in interpreting this Agreement. Publisher’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. This Agreement will be governed by Minnesota law as applied to agreements entered into and to be performed entirely within Minnesota, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The Parties consent to the exclusive jurisdiction and venue in the state court in Beltrami County, Minnesota or the federal court in St. Louis County, Minnesota. The following sections survive any termination of this Agreement: rates shown on the face of the Application (with respect to amounts owed to Publisher), 4, 7, 8, 9, 10, 11 and this Section 14.