Thank you for using the Ultimate Student Directory website where businesses come together to seek and establish mutually beneficial business relationships. Ultimate Social Directories provides the Ultimate Student Directory service to you, subject to acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on this site by Ultimate Social Directories (collectively the 'Terms').
We reserve the right to modify these terms by posting a notice on our website, or by sending you a notice via email, postal mail or phone. You shall be responsible for reviewing and becoming familiar with any such modifications. Such modifications are effective immediately upon first posting or notification, and use of our website or any services by you following such posting or notification constitutes your acceptance of these Terms as modified.
IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN DO NOT ACCESS OR USE THE SERVICE. BY VIEWING OR USING ALL OR ANY PART OF THE SERVICE, DOWNLOADING ANY MATERIALS OR BY COMPLETING THE SUBSCRIPTION AND INFORMATION REQUEST REGISTRATION PROCESS, YOU AGREE TO BE BOUND BY ALL OF THE TERMS.
The Ultimate Student Directory provides users with access to a rich collection of online resources, including without limitation business web page hosting services, consumer web page hosting service, on and off-line advertising services, couponing services, and the ability to contact merchants from whom consumers or businesses seek deals, or connections (collectively, the "Service"). Unless explicitly stated otherwise, any new features that enhance the current Service shall be subject to these Terms. In order to use the Service, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.
The Service is available to individuals who are at least 18 years old and a resident of the United States or Canada. If you do not so qualify, do not attempt to register for or use the Service. Ultimate Social Directories may refuse to offer the Service to any person or entity and may change its eligibility criteria, at any time, in its sole discretion.
In consideration of use of the Service, you agree to:
Additionally, you agree that if you provide false information to obtain access to the Ultimate Student Directory business site that you are not legally entitled to claim, Ultimate Social Directories will be entitled to collect liquidated damages of $1000 per violation or actual damages incurred by Ultimate Social Directories from you. You understand and agree that the service may include certain electronic and telephone communications from Ultimate Social Directories, including but not limited to, service announcements, status reports, administrative messages and the Ultimate Student Directory Newsletter, and that these communications are considered part of Ultimate Student Directory membership and (except as prohibited by applicable law) you may not be able to opt out of receiving them.
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, lists or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not Ultimate Social Directories, are entirely responsible for all Content that you upload, post or otherwise transmit via the Service. Ultimate Social Directories does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content, including but not limited to business endorsements and commentary. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable.
You agree to not use the Service to:
In addition, you agree that all hyperlinks and other offers comprising the Service (e.g. hyperlinks provided in connection with Ultimate Student Directory's RSS feeds) may not be modified from the original form in which such hyperlinks and other offers are generally made available by Ultimate Social Directories.
If you as a business use either the sales, promotion, or the couponing feature (known collective as 'offers') to provide consumers with offers through the Ultimate Student Directory platform, you represent and warrant that you have authority to offer such an offer and promise to honor the terms of that offer as they are presented to the consumer through the Ultimate Student Directory platform. Without limitation of other representations, warrants, and indemnities elsewhere within these Terms, you specifically agree to indemnify Ultimate Social Directories against any claims by users of the service that the terms of a coupon or other offered offer were not honored.
Ultimate Social Directories does not claim ownership of the Content you place on your Ultimate Student Directory Site. By uploading, submitting or otherwise disclosing or distributing content of any kind on the Ultimate Student Directory website or otherwise through the Service, you:
You agree not to provide Ultimate Social Directories with any confidential or proprietary information that you desire or are required to keep secret.
You acknowledge that Ultimate Social Directories does not pre-screen Content, but that Ultimate Social Directories and its designees shall have the right (but not the obligation) in their sole discretion to remove or block access to any Content that is available via the Service. Without limiting the foregoing, Ultimate Social Directories and its designees shall have the right to remove any Content that violates the Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
You agree to indemnify and hold Ultimate Social Directories, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your Content, your use of the Service, your connection to the Service, your violation of the Terms, or your violation of any rights of another.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service.
Ultimate Social Directories reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Ultimate Social Directories shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
You agree that Ultimate Social Directories, in its sole discretion, may terminate your password, Ultimate Student Directory Site, use of the Service or use of any other Ultimate Social Directories service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if Ultimate Social Directories believes that you have violated or acted inconsistently with the letter or spirit of the Terms. Ultimate Social Directories may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms may be effected without prior notice, and acknowledge and agree that Ultimate Social Directories may immediately deactivate or delete your Ultimate Student Directory Site and all related information and files in your Ultimate Student Directory Site and/or bar any further access to such files or the Service. Further, you agree that Ultimate Social Directories shall not be liable to you or any third-party for any termination of your access to the Service.
Ultimate Social Directories may place advertisements and promotions on Ultimate Social Directories Sites. By creating your "Directory listing", you agree that Ultimate Social Directories has the right to run such advertisements and promotions. The manner, mode and extent of advertising by Ultimate Social Directories on your Ultimate Student Directory Site are subject to change in the sole discretion of Ultimate Social Directories.
Your correspondence or business dealings with, or participation in promotions of, businesses or advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such business or advertiser. You agree that Ultimate Social Directories shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.
Business user agrees and understands that the "Directory Listing" product is comprised of one or more domain names, website pages, hosting, and basic performance statistics reflecting performance of each listing page.
BILLING & CANCELLATION
Business user agrees to pay an annual fee agreed to at the time of purchase for usage of each "Directory Listing" product. This usage fee gives the merchant ongoing usage of and access to the website, listing information and performance statistics.
Business users may cancel their "Directory Listing" product at any time, but will not receive their money back, unless agreed upon with an Ultimate Social Directories official. Business users understand that cancelling their Directory Listing product forfeits usage of existing content, and website design as well as the individual pages (of the website) to Ultimate Student Directory. "Directory Listing" product(s) cancelled will revert back to Ultimate Social Directories' control.
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Ultimate Social Directories has no control over such sites and resources, you acknowledge and agree that Ultimate Social Directories is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Ultimate Social Directories shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
You agree that all content and materials delivered via the Service or otherwise made available by Ultimate Social Directories are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Ultimate Social Directories in writing, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content. However, you may print or download a reasonable number of copies of the materials or content at the Ultimate Student Directory website for your internal business purposes; provided, that you retain all copyright and other proprietary notices contained therein. Systematic retrieval of data or other content from any Ultimate Social Directories website to create or compile, directly or indirectly, a collection, database or directory without written permission from Ultimate Social Directories is prohibited. Any third party that contacts our users for commercial reasons, including to sell them products or services, is in violation of these terms and each individual violation is subject to $3,000 in penalties per instance.
Reproducing, copying or distributing any content, materials or design elements on the Ultimate Student Directory website for any other purpose is strictly prohibited without the express prior written permission of Ultimate Social Directories. Use of the content or materials for any purpose not expressly permitted in these Terms is prohibited. Any rights not expressly granted herein are reserved.
You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Ultimate Social Directories grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Ultimate Social Directories for use in accessing the Service.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
IN NO EVENT SHALL ULTIMATE SOCIAL DIRECTORIES (OR ITS AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) DIRECT OR INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) AMOUNTS IN THE AGGREGATE GREATER THAN TEN DOLLARS ($10), EVEN IF ULTIMATE SOCIAL DIRECTORIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 18 AND 19 MAY NOT APPLY TO YOU.
Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to you generally on the Service.
The Terms constitute the entire agreement between you and Ultimate Social Directories and govern your use of the Service, superseding any prior agreements between you and Ultimate Social Directories (including, but not limited to, any prior versions of the Terms). These Terms and the Service contemplated hereunder are personal to you, and are not assignable, transferable or sub-licensable by you except with Ultimate Social Directories' prior written consent. Ultimate Social Directories may assign, transfer or delegate any of its rights and obligations hereunder without consent. You also may be subject to additional terms and conditions that may apply when you use affiliate or other Ultimate Social Directories services, third-party content or third-party software. The Terms and the relationship between you and Ultimate Social Directories shall be governed by the laws of the province of Ontario without regard to its conflict of law provisions. You and Ultimate Social Directories agree to submit to the personal and exclusive jurisdiction of the courts located within Ontario, Canada. The failure of Ultimate Social Directories to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect.
Please report any violations of the Terms to us at: firstname.lastname@example.org.
Ultimate Social Directories
103 Old Colony Road
Toronto, Ontario Canada
416 846 7001
Or via email to: email@example.com