We are Hibu Inc., a Delaware corporation with offices at 2201 Renaissance Boulevard, King of Prussia, Pennsylvania 19406 (“we/our/us”). Our email address is email@example.com.
We and some of Our Representatives operate a range of websites, including Our Websites that list the services which we offer for sale to businesses.
These Hibu Inc. Digital Products and Services Terms and Conditions apply to sales of our digital products and services, including Hibu Smart Sites, Display Advertising, Search, Social, Reviews, Mobile Boost, Listings Management, Reputation, Solutions Packages, Sync Promotions and related products and services. We use the words “Service” and “Services” to refer to any or all such products and services. Terms and Conditions applicable to advertising in Yellowbook print directories or on yellowbook.com and to Search Engine Optimization are available here: Yellowbook Terms and Conditions
The legal terms and conditions on which we sell the Services (“Terms”) are made up of:
1) this Introduction;
2) the general terms and conditions applicable to all Services, which are set out below (“General Terms”);
3) the terms and conditions specific to each individual Service, available by clicking on the appropriate hyperlink or by scrolling down to the end of these General Terms (“Service Terms”); and
4) any other policies, documents or pages that are referred to in either the General Terms or the Service Terms (“Additional Terms”). Our Services and the Terms may change over time. For further details of the types of changes that we may make, please see paragraph 6 below. Once you order Services from us and we confirm your order, both we and you (on your own behalf and on behalf of the business you represent) will have to comply with the Terms. Please read the Terms carefully and make sure that you understand them before ordering any Services from us.
You will need to accept the Terms before you order our Services. If you do not accept the Terms, you will not be able to order any Services from us. You should print a copy of the Terms, or save them to your computer, for future reference.
When the following words with capital letters are used in the Terms, this is what they mean:
“Agreement” means the Confirmation of Order, the Service Pricing and the Terms.
“Beta Services” has the meaning given in paragraph 14(a).
“Confirmation of Order” means the document, webpage or electronic communication, including email, that we issue to you to confirm our acceptance of your Order.
“Content” means any and all textual, graphical, visual and audio content including text, code, graphics, images, logos, photographs, sounds, music, video, animation, characterization, URLs, trademarks, data, media and other content in any form.
“Domain Name” means an internet domain name that is registered through a Registry.
“Effective Date” has the meaning given in paragraph 3(a).
“Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, or failure of public or private telecommunications networks.
“Fees” means the fees payable by you for the Services, which are described in the Service Pricing.
“Free Services” has the meaning given in paragraph 15(a).
“ICANN” means the Internet Corporation for Assigned Names and Numbers.
“Intellectual Property Rights” means all (a) copyrights, patents, rights in trademarks, design rights, database rights, rights in know-how, trade secrets, service marks, domain names and rights in confidential information (whether registered or unregistered); (b) applications for registration, and the right to apply for registration, renewal, extension, division or reissue, for any of the rights listed in (a); and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
“Laws” means applicable Federal, state and local laws, regulations, rules, orders, codes of practice or other requirements.
“Minimum Term” has the meaning given in paragraph 3(b).
“Monthly Budget” means the monthly budget for the Services that may be selected by you from time to time and which is described in the Service Pricing.
“Order” means your order for the Services (including a request to use Free Services) which typically may be placed via our electronic contracting portal or through our telephone sales team.
“Our Content” means all Content that we create, publish or otherwise use in connection with providing the Services, including any Content that we create on your behalf or license from third parties.
“Our Data” means any and all data relating to the Services or their use by you or anyone else, including data about the transactions processed through your use of the Services and any other data identified as “Our Data” in the Service Terms.
“Our Representatives” means our affiliates and any employee, partner, agent, contractor, service provider, licensor or other representative of us or of our affiliates.
“Our Websites” means hibu.com and yellowbook.com and any website that may replace these websites at any time in the future.
“Personal Data” means any data which identifies, relates to, describes, is capable of being associated with or could reasonably be linked, directly or indirectly, with a particular person.
“Register” means a Domain Name register which is managed by a Registry and which lists one or more Domain Names along with registered owner details.
“Registry” means any Domain Name registry or registrar run under the rules of ICANN. For the purposes of the Terms, a Registry shall be treated as one of Our Representatives.
“Service Description” means the description of a Service made available by us (including via Our Websites) from time to time.
“Service Month” has the meaning given in paragraph 3(b).
“Service Pricing” means the pricing information for a Service made available by us (including via Our Websites) from time to time.
“Start Date” has the meaning given in paragraph 3(b).
“User Content” means any Content created, uploaded, published or otherwise provided by third party users of the Services you purchase.
“You” and “you” means both the individual signing the Agreement and the business on whose behalf the individual is signing the Agreement and the terms “Your” and “your” shall be construed accordingly.
“Your Content” means all Content that you or your employees, agents and contractors create, upload, publish or otherwise provide or use in connection with your use of the Services.
“Your Data” means any data that you give to us or let us access about you, your business, your actual or prospective customers or the products and services that you sell and any other data identified as “Your Data” in the Service Terms, but excluding Our Data.
“Your Taxes” means any and all value added, sales, use, excise, import, export and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement or the offer or sale of the goods and services that you advertise or sell through, or in connection with, the Services.
(a) The contract between you and us is made when you sign and submit your Order and we send you a Confirmation of Order.
(b) Your Order is accepted by us only when we send you a Confirmation of Order. Once we send you a Confirmation of Order, the Agreement between us will be made. If you have placed an order for the Services with the help of our telephone sales team then once we provide you with the Confirmation of Order, you still have a cancellation right under paragraph 21(b).
(c) If we are unable to supply you with a Service, for example because that Service is no longer available, we will inform you of this by email and we will not process your Order. If you have already paid for the Services, we will refund you the full amount as soon as possible.
(d) Some of our Services give you the option to upgrade or downgrade to a different version of that Service. If you want to upgrade or downgrade any Service that you have bought from us, you will need to follow the instructions in the relevant Service Terms. This also applies where we give you the option to upgrade from a Free Service to a full version of that Service. Please note that we do not offer upgrades and downgrades for all of our Services. We will try to make your upgrade or downgrade effective as soon as possible, but you agree that this may not happen until the start of a future Service Month.
(e) If any of the various parts of the Agreement is inconsistent with any of the other parts of the Agreement, the following order of priority will apply: (i) Confirmation of Order; (ii) Service Pricing; (iii) Service Terms; (iv) General Terms; and (v) Additional Terms.
(f) In the General Terms, unless specifically provided otherwise, all references to another numbered paragraph are to that numbered paragraph of the General Terms. In the Service Terms, unless specifically provided otherwise, all references to another numbered paragraph are to that numbered paragraph of the Service Terms for the applicable Service.
(a) The Agreement will begin on the date that we send the Confirmation of Order (“Effective Date”).
(b) The Service Terms and the Confirmation of Order specify whether there is a minimum term requirement for a Service (“Minimum Term”). The Minimum Term, if any, begins on the date your digital services begin (“Start Date”). Your Services will continue on a month-to-month basis after the end of the Minimum Term, unless otherwise specified in the Service Terms, until cancelled by us or you. If there is no Minimum Term, your Services begin on the Start Date and continue on a month-to-month basis until cancelled by us or you. Each of these monthly periods will be known as a “Service Month”. By way of example, if the Start Date were January 5, the first Service Month would run from January 5 to February 4 and the second Service Month would run from February 5 to March 4.
(a) In return for the Fees, we will provide you with access to and use of the Services that you have bought.
(b) You agree that you will, on or promptly following the Effective Date, provide us with Your Content, Your Data and any other materials and information that we reasonably need to provide the Services and participate in a consultation call with a Hibu Digital Services Consultant.
You agree that we may change how Your Content “looks and feels” or is formatted if we think this is reasonably necessary or appropriate for us to provide the Services.
(c) Some of our Services rely on third parties, for example Google or Facebook, to do certain things. You acknowledge that (i) we may not be able to provide a particular Service feature where you do not meet criteria set down by a relevant third party; (ii) we do not have any control or exercise influence over the third party’s own services; and (iii) the third party’s service may stop or change from time to time. You acknowledge that these are Events Outside Our Control and that neither we nor Our Representatives will be responsible for any impact these events may have.
(e) Some of our Services give you the option to use third party tools, widgets or Content. If you use or add third party tools, widgets or Content then you agree that this use is subject to the terms and conditions of the applicable third party or parties and that we are not responsible for the performance or non-performance of any third-party tools, widgets or Content.
(f) Where a Service feature involves setting up an account or setting up or administering a page or pages on a third party website, you acknowledge that: (i) where necessary, we are authorized to set up the account, page or pages on your behalf; (ii) we are authorized to administer the account, page or pages on your behalf; and (ii) you are authorized and grant us permission to display all Content on the account, page or pages.
(g) Some of our Services involve us acting on your behalf as your agent, for example, to repoint or move your own Domain Name from one hosting provider to another. You acknowledge and agree that: (i) where necessary, we are authorized to act on your behalf as your agent; (ii) we are authorized to administer your account on your behalf; and (iii) you remain responsible for your account with any third-party providers.
(a) You can contact our customer support team by calling 877-237-6120 at any time Monday through Friday (except national holidays) between 7:00 a.m. and 10:00 p.m. Central Time and Saturday (except national holidays) between 7:00 a.m. and 5:00 p.m. Central Time. Alternatively, you can email, telephone or write to us using the contact details we put on Our Websites or in correspondence to you.
(b) If we need to contact you, we will do so by email, telephone or mail. You agree that we may call you at any telephone number you provide to us on your Order or in any subsequent communication.
(a) We are always working to improve the Services and may change the Services or stop providing parts of the Services from time to time. This may be for a number of reasons, for example where changes are necessary because of a change in Laws or are desirable to keep up with developments in technology, or where things happen that make it unwise or difficult to continue to provide a Service in its current form. In the unlikely event that we think that the change is likely to have a serious detrimental effect on you or the business you represent, we will tell you about the change either by email or when you next log into the Services.
(b) When we notify you of a change to the Terms or the Services, the change will take effect 14 days after the date we notified you of the change. If you are not happy with the change, you can cancel the Services by following the procedure in paragraph 21(a). If you don’t cancel the Services, we will assume that you agree with the change.
(b) We may investigate your online activities, account and any order you place with us for click-fraud or other invalid click activity. You must provide us with reasonable assistance in these investigations if we ask for it.
(a) For all Services we will charge you by way of Fees or a Monthly Budget. The Service Pricing for each Service confirms how we charge for that Service. Fees and Monthly Budgets for your Service will be chargeable from the Start Date or from the date otherwise set forth in the Service Terms for such Service.
(b) We may use your information to obtain credit reports about you from time to time and you agree we can do this. This may include us passing your Personal Data, including your payment details, to credit reference agencies and these agencies may keep a record of any search that they carry out on our behalf.
(i) The Fees will be as stated in the Confirmation of Order.
(ii) The Service Pricing will explain whether the Fees that you are to pay for the Services are one-time Fees, recurring Fees (for example, monthly, annual, etc.), transaction-based service Fees or some other kind of Fees.
(iii) The Fees for a Service exclude all applicable sales taxes and other taxes which will be added on to the Fees. A portion of the Fees paid by you for Hibu Search are, in turn, paid by us to search engines, including Google, Yahoo and Bing. We retain a portion of the Fees paid by you as our management fee. We may receive quarterly or other periodic performance bonuses from a search engine based on the amount of our total spend with that search engine, including spend on behalf of your Search campaign, during the quarter or other period.
(d) Monthly Budget
(i) The Monthly Budget includes our charges for the Services.
(ii) We will provide Services for up to but not for more than the amount of your Monthly Budget in any Service Month. Where there is any Monthly Budget left at the end of a Service Month, we will automatically roll that remaining amount over into the next Service Month. If your Service is cancelled prior to the next Service Month, the Service will continue and the remaining amount will be applied to Fees for such continued Service. Upon conclusion of the Service, any amount still remaining will be applied to administrative costs and the balance, if any, will be refunded to you.
(iii) If a Service is charged on a cost-per-click (“CPC”) or cost-per-thousand-impressions (“CPM”) basis, the number of clicks or impressions shall be exclusively calculated by us. Unless there is an obvious mistake on our part, you acknowledge and agree that click and impression statistics provided by us are the official, definitive measurement of activity and that no other measurements or usage statistics (including those of a third party or your own) will be accepted by us. We will try to meet any CPC or CPM targets set forth in the Agreement, but you agree that these are only targets and are not guaranteed.
(iv) The Monthly Budget for a Service excludes all applicable sales taxes and other taxes which will be added on to the Monthly Budget.
(a) When you submit your Order, you must provide us with the payment information that we request, which may include:
(i) details for a valid credit card from a card issuer acceptable to us; or
(ii) details for a valid bank account.
(b) You must keep your credit card or bank account information up to date at all times during the term of the Agreement. You authorize us to check your information (including any updated information), to obtain credit authorizations from the issuer of your credit card, and to either charge your credit card or debit your bank account from time to time for any sums payable by you to us.
(c) You must pay for the Services when we require you to. We will charge the card or take the money from the bank account whose details you give us when you place your Order.
(d) If you don’t pay when you are supposed to:
(i) we may charge you interest on the overdue amount at the lesser of 1.5% per month or the highest rate allowed by applicable Laws. This interest will accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether or not this payment occurs before or after any court judgment is made. You must pay us interest in addition to the overdue amount; and
(ii) we reserve the right to suspend or cancel all or part of the Services and your access to them.
(e) We may offset any amounts you owe us (whether in reimbursement or otherwise) against any payments we make to you.
(a) You understand and acknowledge that the Services are not guaranteed to be error free and that from time to time the Services may contain mistakes, be unavailable or may not be fully functional. This may be as a result of planned or required maintenance, repairs or updates, equipment failures, high volumes of internet traffic, interruption of telecommunications or digital transmissions links, network or system errors or many other factors.
(b) We will try to minimize any disruption to your use of the Services, however, we do not promise that any Service will be provided on a continuous and uninterrupted basis, or that we will be able to correct any error that occurs in the Services. We will not be not liable for any interruptions to the Service availability or functionality, whether caused by an Event Outside Our Control or by anything else.
(c) You should notify us if you notice any problems with the availability or functioning of the Services so that we can try to fix these problems.
(d) We may temporarily suspend any Service at any time if:
(i) we believe this is necessary in order to carry out essential maintenance;
(ii) we believe this is necessary in order to prevent or respond to hacking attempts, service attacks or other similar activities directed at our systems, or to deal with any other emergency technical issue;
(iii) we have reason to believe that you are no longer using the Services or that the password and access codes we have provided to you are being misused, for example, where you fail to respond to emails from us or Our Representatives regarding your contact information; or
(iv) required by a third party with authority, including any of Our Representatives, ICANN and judicial, regulatory or governmental bodies.
(e) Although all information transmitted to us is stored in operating environments which we believe are within industry standards for security, you acknowledge and agree that no data stored on or transmitted over the internet can be guaranteed to be 100% secure. We are not responsible for any security breach or any interception or interruption of Your Content, Your Data or any communications that you send through your use of the Services.
(f) You are responsible for securing and backing up Your Content and Your Data.
How you may use the Services
(a) You and any employees, agents or contractors who you authorize, are allowed to access and use the Services for your normal, internal, business activities for the term of the Agreement. You are not allowed to resell the Services or to give them away or to transfer your rights or the Agreement to a third party.
(b) You are responsible for arranging your online access to the Services and for paying any relevant fees, for example, to your broadband supplier. You are also responsible for having all the necessary equipment for accessing the Service.
(c) You will provide us with Your Content and Your Data when we request it.
(d) You will only use the Services in compliance with applicable Laws and you agree not to ask a third party to do anything on your behalf that does not comply with applicable Laws. This will include complying with all Laws that apply to your business, any local Laws that apply in the countries in which you access and use the Services, and any Laws relating to the marketing, advertising or sale of the goods and services you offer (and in particular any Laws relating to online marketing, advertising or sales).
(e) If a Service relies on third parties, for example Google or Facebook, you may be required to comply with that third party’s rules or guidelines when you use that Service. For Services that include email and mailbox features, you must comply with the “Open SRS Acceptable Use Policy for Email”, located at https://opensrs.com/wp-content/uploads/emailaup.html.
(f) If we think your use of the Services is excessive, we will tell you. If you don’t reduce your usage, we may suspend or cancel your access to the Services. We may also set limits on your use of the Services, for example, a maximum number or maximum size of emails sent or received over the Service.
(g) You will meet all written security or network access requirements that we provide to you and you will not disclose any passwords or access codes that we give you, except where this is needed for your authorized employees, agents and contractors to access and use the Services on your behalf and you are responsible for actions taken when your logon details are used.
(h) You will notify us immediately if you become aware of any unauthorized use of passwords or access codes that we give you or any other breach of security that could affect us or the Services.
(i) You are responsible for the remittance, calculation and collection of Your Taxes. You acknowledge that we have no responsibility for Your Taxes and we recommend that you seek independent advice from a tax professional.
(j) You understand and agree that we do not, in any circumstances, approve or endorse any product or service that you may market or sell through your use of the Services or Your Content.
(k) Where the Services require action by you, for example to carry out file clearing or maintenance, you will do what is needed for the upkeep of these Services.
(l) You are responsible for all use of the Services by you and your employees, agents and contractors. We will not, in any circumstances, be liable to you or any third party for any damage that is caused, or any loss that is suffered, as a result of the use of the Services by you or your employees, agents and contractors.
(m) We may provide the users of our Services with tools which allow them to rate you or the goods and services that you provide through your use of the Services, to provide feedback or to ask you questions. We may make these ratings, feedback, questions and answers publicly available.
(n) We are entitled to sign you out of the Services if you are inactive for an extended period of time and to modify your user settings without notice.
Ways in which you may not use the Services
(o) Unless paragraph 11(p) applies, you will not:
(i) tamper with, update, change or gain unauthorized access to any part of any of our Services or the software or systems that we use to run the Services;
(ii) use any automated means to monitor or copy the Services or Our Content, or to interfere with or attempt to interfere with how the Services work;
(iii) modify, edit, reverse assemble, reverse engineer, decompile, distribute or display any part of our Services or make other works based on any part of our Services;
(iv) use the Services to store or transmit viruses, bugs, Trojans and other forms of computer programming malware;
(v) interfere with or disrupt the performance of the Services or any third-party data;
(vi) attempt in any way to test, circumvent or breach the security of any part of our Services;
(vii) copy, republish, download, change, display or distribute any part of Our Content, in any form or by any means;
(viii) disable any licensing or control features of the Services or in any way interfere with features which place limitations on the use of the Services;
(ix) remove, obscure, or alter any notice of copyright, trade mark or other mark or wording relating to ownership rights, which is contained in Our Content or any aspect of the Services;
(x) use the Services in any way which may be considered deceptive, misleading or unethical or which might harm us, Our Representatives or the general public;
(xi) use the Services in any way that is not allowed under the Agreement;
(xii) access the Services through any means other than those which we tell you are acceptable;
(xiii) use the Services in a way that interferes with their normal operation or that consumes a disproportionate share of their resources;
(xiv) use the Services to collect or use email addresses, screen names, other identifiers or information;
(xv) use the Services to use an internet account or computer without the owner's authorization;
(xvi) use the Services to monitor data or traffic on any network or system;
(xvii) use the Services to distribute software that covertly gathers or transmits information about a user; or
(xviii) sub-license, assign, rent or resell the Services to any third party.
(p) You are permitted to carry out any of the actions set out in paragraph 11(o) to the extent that:
(i) you have a right to do so under relevant Laws and this right cannot lawfully be excluded by a contract;
(ii) we have granted you a right to do so under the Agreement; or
(iii) we have authorized you to do so in writing.
Your Promises to Us
(q) You confirm that you have (and will maintain for the term of the Agreement) all the necessary permissions, licenses and consents (in all relevant countries) to allow you to use Your Content and Your Data in connection with the Services. You will provide evidence of the necessary permissions, licenses and consents if requested by us.
(r) You confirm that Your Content and Your Data:
(i) are true, accurate, complete and kept up to date;
(ii) are in a format approved by us;
(iii) do not infringe or assist in the infringement of any Intellectual Property Rights or other rights belonging to a third party;
(iv) are not defamatory, libelous, fraudulent, malicious, slanderous, obscene, harmful, threatening, harassing, discriminatory, racially or ethnically offensive or otherwise inappropriate or unlawful;
(v) have not been altered in order to disguise where they came from;
(vi) do not contain sexually explicit images or promote unlawful violence;
(vii) are free of viruses, bugs, Trojans and other forms of computer programming malware that may potentially damage, interfere with or intercept our systems or any data contained within those systems;
(viii) do not create a risk to the safety or health of any person or the public, or interfere with an investigation by law enforcement; and
(ix) comply with our Advertising Policy.
(s) You acknowledge that we are not under a duty to publish any of Your Content or Your Data. We may remove, reject or delete any of Your Content or Your Data for any reason. Without limiting our rights under paragraph 17, we may also change any of Your Content or Your Data if we consider it does not comply with paragraph 11(r), although we are not required to do this.
(t) You acknowledge and accept that you are responsible for Your Content and Your Data and any use that is made of them by any third party.
(u) You will not disparage us, Our Representatives or our Services, or any user of our Services.
(v) Indemnification. You will indemnify, defend and hold us and Our Representatives harmless from and against any and all claims, lawsuits, liabilities, damages, costs and expenses, including reasonable attorneys' fees and expenses arising out of any third-party claim (“Claim”) in any way relating to your use of the Services or your breach of any representation, warranty or covenant under this Agreement. We agree to give you prompt notice of any Claim, provided, however, that any failure or delay in giving such notice shall only relieve you of your obligation to defend, indemnify and hold us harmless to the extent you reasonably demonstrate that your defense or settlement of the Claim was adversely affected thereby. You will have sole control of the defense and of all negotiations for settlement of any Claim, provided, however, that you will not settle any Claim unless such settlement completely and forever releases us from all liability with respect to such Claim and does not impose any obligations or restrictions on us or Our Representatives with respect to the conduct of our business or Our Representatives’ businesses.
(a) The Registry may reject applications for Domain Names based on its standard rules for handling applications. We provide no guarantee that any application we make on your behalf for a Domain Name will be accepted.
(b) If your preferred choice of Domain Name is not available, we will give you the option to select an alternative Domain Name. If your preferred Domain Name becomes unavailable between checkout and registration we will advise you of this and we will either offer you an alternative Domain Name or (at your option) refund to you any Fees that you have paid us in respect of the relevant Domain Name.
(c) We do not give any guarantee that any of your preferred Domain Names are available or are able to be registered. Any actions that you take before we notify you that the Domain Name has been officially registered, for example publishing your preferred Domain Name, are at your own risk.
(d) You will need to inform us promptly of any:
(i) change to your registered details for the Domain Name (for example your contact information); and
(ii) actual or potential claims brought by or against you in connection with the Domain Name.
(e) We will renew the Domain Name automatically each year unless you cancel the Domain Name or any Service which comes with the Domain Name, or if you sell or otherwise transfer the Domain Name to a third party.
(f) The Service Terms confirm who owns the Domain Name and who is responsible for paying the fees for renewing the Domain Name each year. You acknowledge that the fees for renewing the Domain Name may change each year and that this may affect the overall Fees that you pay for the Services.
(g) We will not be liable for any loss that you suffer as a result of your failure to renew the Domain Name registration once you have cancelled the Domain Name or any Service which comes with the Domain Name, or if you have sold or otherwise transferred the Domain Name to a third party.
(h) When we register or renew your registration of a Domain Name you understand and accept that we will be acting on your behalf as your representative. You must comply with the terms and conditions, rules and policies of the Registry or Registries where the Domain Names are registered.
(i) If the Domain Name is to be transferred from one Registry to another, you will provide any assistance that we or the Registries require in order for the transfer to take place.
(j) When we provide you with a Domain Name we act as a reseller of Tucows Domains Inc. (“Tucows”). As well as complying with the terms and conditions, rules and policies of the relevant Registry or Registries (including those of Tucows), you must at all times comply with the Master Domain Registration Agreement (“MDR”) for each Domain Name that we register on your behalf. The latest version of the MDR can be found here: https://opensrs.com/wp-content/uploads/Tucows_ExhibitA.html. You will note that some of the wording of the MDR is quite legal and technical. Unfortunately this is an agreement between you and Tucows and the wording is standard for any agreement relating to registering a Domain Name, whether this is done through us or directly with a Registry, and we are unable to change the wording of the MDR. We strongly recommend that you read the MDR (and any documents, rules and policies referenced and linked to within the MDR) very carefully and that if necessary, you seek independent legal advice to ensure that you have fully understood the MDR. In particular you should carefully consider the paragraphs relating to “liability” and “indemnities” contained in the MDR as these may affect your legal rights.
(k) We recommend that you read ICANN's Policy Statement, the latest version of which is located at https://www.icann.org/resources/pages/policy-statement-2012-02-25-en. This document contains important information about your rights and duties relating to the Domain Name that we provide to you. We also recommend that you read ICANN’s Registrant Educational Materials, the latest version of which is located at https://www.icann.org/resources/pages/educational-2012-02-25-en and ICANN Registrants’ Benefits and Responsibilities, the latest version of which is located at https://www.icann.org/resources/pages/benefits-2013-09-16-en.
(l) You explicitly authorize Tucows to act as your Designated Agent to approve any Change of Registrant on your behalf, as such terms are defined under ICANN’s Transfer Policy, the latest version of which is located at https://www.icann.org/resources/pages/transfer-policy-2016-06-01-en.
(m) The terms of this paragraph 12 apply only if we provide you with a Domain Name. If you provide your own Domain Name or obtain a Domain Name other than from us or Our Representatives, you are responsible for procuring, maintaining and paying all fees relating to your Domain Name.
(a) This paragraph 14 applies where we provide you with a “Beta”, “Alpha”, “Experimental”, “Pilot”, “Evaluation”, “Pre-release”, “Unsupported” or similar version of any of the Services ("Beta Services") for a period of time ("Beta Use Period"). The term “Beta Services” will also include any Service or any feature of any Service that is identified as “Beta”, “Alpha”, “Experimental”, “Pilot”, “Evaluation”, “Pre-release”, “Unsupported” or anything similar.
(b) The Beta Services are provided "as is" and we do not make any promises of any kind in relation to them. You agree that your use of the Beta Services is at your own risk and that you have sole responsibility for protecting Your Data and Your Content when making any use of the Beta Services. If any representations or guarantees apply to the Beta Services by law, we exclude those as far as it is within our rights to do so.
(c) We reserve the right to change or withdraw the Beta Services at any time and we will not be liable to you in these circumstances.
(d) All the provisions of the Terms will apply to the Beta Services in the same way as they apply to the Services except that paragraph 4(b) will not apply to the Beta Services.
(a) This paragraph applies where we provide you with Services free of charge which are not Beta Services (“Free Services”).
(b) All Free Services are provided "as is" and we do not make any promises of any kind in relation to them. You agree that your use of Free Services is at your own risk and that you have sole responsibility for protecting Your Data and Your Content when making any use of the Free Services. If any representations or guarantees apply to Free Services by law, we exclude those as far as it is within our rights to do so.
(c) We reserve the right to change or withdraw Free Services at any time and we will not be liable to you in these circumstances.
(d) All the provisions of the Terms will apply to the Free Services in the same way as they apply to the Services except that paragraphs 8 and 9 will not apply to Free Services.
(e) In return for receiving the Free Services, you agree to take part in email or telephone feedback and market research surveys from time to time while you are receiving the Free Services, and for six months afterwards. We are entitled to use your feedback in our advertising, promotions and sales and marketing materials.
(a) We are the sole owners of, or we otherwise have a legal right to use, all Intellectual Property Rights in the Services (including all Intellectual Property Rights in our software, Our Content and in any other products or materials created by or for us in connection with the Services). You agree that we may collect information about your use of the Services and your customer’s interaction with the Services. Where we combine this information (in a way that ensures that you cannot be identified) with similar information collected from other users of our Services, we will be the sole owner of this information.
(b) Unless paragraph 21(d) applies, and provided you paid for the Service in full in advance, then on cancellation of the Service, we grant you a non-exclusive, worldwide and perpetual right to use, copy, store, modify and publish any written copy that we have created for You as part of the Services.
(c) You confirm that you are the sole owner of, or otherwise have a legal right to use, all Intellectual Property Rights in Your Content. If we think that the Intellectual Property Rights in any of Your Content belong to a third party, we may tell the third party that you intend to use these Intellectual Property Rights and you agree to us doing so.
(a) You grant to us a worldwide, non-exclusive, sub-licensable and permanent right to access, use, copy, store, modify and publish Your Content and Your Data on Our Websites or through any other form of media, for any purpose in connection with the Services or the Agreement, for our own marketing, research and promotional activities (including sharing Your Content and Your Data with selected third party social media and networking sites) and for the internal business purposes of us and Our Representatives, except where this is in any way restricted by any term of the Agreement or by any applicable Laws.
(b) You agree by requesting a site scrape of your existing website that you authorize us to conduct the site scrape on your behalf and have all the rights to the Content on your existing website to allow us:
(i) to perform the site scrape on your behalf; and
(ii) to use, fully access, copy, store, compile, recompile and index (at your request) any of the Content scraped in your Services including but not limited to any data and copyright works comprised therein, or any portion thereof, by automated means including web 'spiders' or 'crawlers'.
In no event will we be liable for any claims that the Content scraped from your existing website infringes the Intellectual Property Rights of any third party. If you are in any doubt as to ownership of the Content of your existing website, please do not request the site scrape. This grant shall apply notwithstanding any contrary terms and conditions which may apply to such website from time to time. Your continued use of the Services shall constitute a waiver of any applicable contrary terms and conditions and any other rights you may have, contractual or otherwise, to restrict the rights granted to us or Our Representatives under this paragraph 17(b).
(c) We may transfer the rights granted to us under this paragraph 17 to another organization.
(a) You will own all rights in Your Data and you are solely responsible for ensuring the legality, reliability, integrity, accuracy and quality of Your Data.
(b) You will make sure that all use of the Services by you, or your employees, agents and contractors, will meet all relevant data protection and privacy Laws
(a) As a result of entering into the Agreement, you may get access to, information about us which is not known publicly (“Confidential Information”). You must keep this secret and you are not allowed to share it with any third party or allow any third party to look at it, and you must make sure that your employees, agents and subcontractors, meet these rules too.
(b) You must make sure that our Confidential Information is only used by people who need it in order to carry out duties they may have in connection with the Agreement.
(c) This paragraph 19 will not prevent you from sharing information which is already known generally to the public or known to you outside of the Agreement.
(d) If you become aware of any actual or threatened unauthorized use or sharing of any of our Confidential Information, you must tell us as soon as possible.
(a) There is no limit under the Agreement to what we or any of Our Representatives will be liable for if we have committed fraud or if someone dies or is physically injured because of something we have or have not done.
(b) Except for the matters set out in paragraph 20(a), neither we nor any of Our Representatives will, in any circumstances, be responsible for any
(ii) loss, or corruption of data, information or software or loss of use of information;
(iii) loss of business opportunity;
(iv) loss of savings you expected to make;
(i) loss of profits, sales, business, or revenue;
(v) loss of goodwill; or
(vi) loss or damage that you and we would not have thought likely at the time the Agreement was formed.
(c) If we do not keep to these Terms, we will only be responsible for losses you have suffered which you and we would have thought likely at the time the Agreement was formed. We are not responsible for any other loss that you suffer, whether that loss is caused because we have not kept to our obligations under the Agreement, because of something we have done or not done, because we have made defamatory statements or otherwise as a result of:
(i) you using or relying on the Services;
(ii) you not being able to use the Services;
(iii) any mistake, fault, failure to do something, missing information, or virus or other form of computer programming malware in the Services or if the Services don’t work properly because of Events Outside Our Control;
(iv) theft or destruction of information or someone getting access to our records, programs or services without our permission; or
(v) any information, data, message or other material which you email, post, upload, reproduce, send, or otherwise distribute or receive using the Services.
(d) Except for the matters set out in paragraph 20(a), in no circumstances will we or any of Our Representatives be liable to you in any way with respect to your use of Beta Services or Free Services.
(e) Except for the matters set out in paragraph 20(a), our liability to you for any loss or damage suffered by you in connection with the Agreement or Services will be limited to the total Fees or Monthly Budget that you have paid to us for the affected Service in the six months prior to the event giving rise to our liability. You also agree that, except for the matters referred to in paragraph 20(a), Our Representatives will not be liable to you for any loss or damage you may suffer due to the provision of, or failure to provide, the Services.
(f) Except as set out in the Agreement, we do not make any promises in relation to the Services. Where any promises would be implied into the Agreement by law, we exclude these as far as it is within our rights to do so. It is up to you to decide whether the Services are suitable for your needs. We won’t be responsible for this. We do not make any promises concerning the performance, results or success rates that may be achieved by any Service
(g) We do not control the User Content posted, emailed, transmitted or otherwise generated by the Services and we do not guarantee the accuracy, truth, quality or appropriateness of such User Content. By using the Services, you may be exposed to User Content that is malicious, offensive or otherwise inappropriate, or which may contain viruses or other computer programming malware. Under no circumstances will we or Our Representatives be liable in any way for any User Content posted, emailed, transmitted or otherwise generated by the Services.
Cancellation by You
(a) You may cancel any or all of the Services by telephoning us at 855-508-6873 at any time Monday through Friday (except national holidays) between 7:00 a.m. and 6:00 p.m. Central Time. Unless you are still within your Minimum Term, cancellation will take effect as soon as possible after we receive your request to cancel. For some Services (but not all) we may offer you a pro-rated refund or credit where cancellation takes effect part way through a Service Month. The Service Terms include details of the refunds and credits that we offer. You agree that we have the right to decide: (i) the amount of any pro-rated refund or credit; and (ii) whether this amount is given as a refund or credit against your account. If you are within your Minimum Term, you may cancel the Services at the end of the Minimum Term.
(b) If you place an order for Services with the help of our telephone sales team then you will have a period of seven (7) days from the date of the Confirmation of Order (the “Review Period”) to review the full terms and conditions and details of this Agreement. If you decide that you no longer want to receive the Services, you must notify us during the Review Period either by telephoning us, emailing us or writing to tell us. If you have paid any monies, you will be entitled to receive a full refund. After expiration of the seven (7) day Review Period, you may cancel the Services only in accordance with paragraph 21(a).
Cancellation or Suspension by Us
(c) We may cancel any or all of the Services at any time either by telephoning you, emailing you or by writing to you. When we contact you we will tell you when cancellation will take effect and we will try to give you as much notice of this as possible. Where cancellation takes effect part way through a Service Month we will, unless paragraph 21(d) applies, offer you a pro-rated refund or credit. You agree that we have the right to decide: (i) the amount of any pro-rated refund or credit; and (ii) whether this amount is given as a refund or credit against your account.
(d) We may cancel or suspend any or all of the Services immediately and without telling you beforehand, if:
(i) you do not pay us when you are supposed to as set out in paragraph 9. This does not affect our right to charge you interest under paragraph 9(d)(i);
(ii) you use the Services in any way that breaks or may break any applicable Law, is fraudulent or that may adversely impact the Services, Us or Our Representatives;
(iii) you use the Services in any way that infringes or may infringe any rights belonging to a third party, or in any way which breaks or may break any relevant third-party rules, for example the rules of a Registry;
(iv) we receive a complaint or are notified of a legal claim which relates to your use of the Services;
(v) you commit click-fraud;
(vi) you do not comply with your commitments in paragraphs 11 or 23;
(vii) you break the Agreement in any other significant way and you do not correct or fix the situation within 30 days of us asking you to; or
(viii) you enter into administration, insolvency, bankruptcy or any similar procedure anywhere in the world or you are otherwise unable to pay your debts as they fall due.
(f) If we suspend the Services under paragraph 21(d), the Services will remain suspended unless and until you have fixed the cause of the suspension to our satisfaction; or either we or you cancel the Services.
(f) If we suspend the Services under paragraph 21(d), the Services will remain suspended unless and until you have fixed the cause of the suspension to our satisfaction; or either we or you cancel the Services.
(g) If we suspend or cancel the Services under paragraph 21(d), we will be entitled to refuse any or all future use by you of any or all of the Services, or any part of them.
(a) Following the cancellation of any Services, you will no longer be able to access or use those Services and any account that you hold with us may be deactivated or deleted.
(b) We are not responsible for storing Your Data or Your Content following cancellation of the Services for any reason. You acknowledge that it is your responsibility to back up Your Data and Your Content if you want access to it following cancellation.
(c) We will not be liable to you for any loss you may suffer as a result of the termination of any Service.
(a) You must, and must make sure that your officers, employees, agents and service providers: (i) at all times comply with all anti-corruption Laws applicable to you; and (ii) not, directly or indirectly offer, promise or give (or agree to offer, promise or give) any financial or other advantage with respect to any matters which are the subject of the Agreement or obtain any benefit for us which would violate any anti-corruption laws applicable to you or us.
(b) If you become aware or suspect a breach of this paragraph 23, you must tell us right away. We may immediately suspend operation of the Agreement on written notice to you, pending investigation. You must assist us in any such investigation.
(c) If, in our reasonable opinion, you have breached this paragraph 23: (i) we may immediately cancel the Agreement by giving you written notice; and (ii) you will reimburse us and Our Representatives in full for any damage, loss, liabilities, fees and expenses that we or they suffer (including any claims brought against us or them by third parties) as a result.
(a) You confirm that:
(i) you have the authority and are signing the Agreement (1) in your individual capacity, (2) as a representative of the business on whose behalf you are signing the Agreement, and (3) as a representative of the business for whose benefit the Services are being purchased (if such business is not the same as the business on whose behalf you are signing the Agreement); and
(ii) you are over eighteen (18) years of age.
(a) Each of the paragraphs of the Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect.
(b) We may transfer our rights and promises under the Agreement to another organization. We will tell you if this happens.
(c) No person, other than you and us, will have any rights to enforce any of the terms of the Agreement.
(d) By execution of the Agreement, the signer of the Agreement personally and individually undertakes and assumes, jointly and severally with the business on whose behalf the individual is signing, the full performance of the Agreement including payment of amounts due under the Agreement.
(e) If we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you.
(f) All references in the Agreement to “written” or "writing" will include email unless stated otherwise.
(g) The Agreement contains the whole agreement between you and us relating to the Services and supersedes all other oral or written communications, undertakings and agreements, if any, between us relating to the Services. You acknowledge that you have entered into the Agreement without relying on any previous statement or promises made by us, unless those statements or promises are expressly included in the Agreement.
(h) Our sales representatives have no authority to make any changes to the Agreement or to commit us in any manner whatsoever in contradiction to the provisions expressly set forth in the Agreement.
(i) We are not in any kind of partnership, contract of employment or joint venture with you. Nothing in the Agreement will be taken as authorizing you to act as our agent.
(j) The Agreement will be governed by, and interpreted in accordance with, the laws of the state in which the business on whose behalf you are signing the Agreement maintains its principal place of business (without reference to its conflicts of laws principles).
(k) IN ANY LEGAL PROCEEDINGS RELATED TO THE AGREEMENT, YOU AND WE AGREE TO WAIVE ANY RIGHTS WE MAY HAVE TO PARTICIPATE IN ANY CLASS, GROUP OR REPRESENTATIVE PROCEEDING, AND FURTHER AGREE TO WAIVE ANY RIGHT WE MAY HAVE TO A TRIAL BY JURY.
(a) Satisfaction Guarantee Refund: We will offer you a full refund on the Fees that you have paid for this Service if you are not 100% satisfied with the design of your Hibu Smart Site and request the refund within 7 days of us sending you a website go live email (“Satisfaction Guarantee Refund”). Any request for a Satisfaction Guarantee Refund, if applicable, will be treated as a cancellation of your Hibu Smart Site and will result in a full refund of all fees paid for the design and/or hosting of your Hibu Smart Site and for any add-on services included with your Hibu Smart Site purchase.
(b) You may cancel your Hibu Smart Site effective on or after the end of the Minimum Term by telephoning us at 855-508-6873 at any time Monday through Friday (except national holidays) between 7:00 a.m. and 6:00 p.m. Central Time. We must receive your request to cancel your Hibu Smart Site: (i) at least 15 days before the end of the Minimum Term; or (ii) at least 15 days before the end of the current Service Month (if the Minimum Term has ended). If we do not receive your request to cancel within the timeframes above, your Hibu Smart Site Service will continue for an additional Service Month and will not be cancelled until the end of that Service Month.
(c) Except as set forth in paragraph 6(a), if you cancel your Hibu Smart Site, or if Hibu cancels your Hibu Smart Site under paragraph 21(d) of the General Terms, prior to the end of the Minimum Term: (i) if your request to cancel is received by us at least 15 days before the end of the current Service Month, then your Hibu Smart Site will be cancelled effective at the end of such Service Month; (ii) if your request to cancel is received by us later than 15 days before the end of the current Service Month, your Hibu Smart Site Service will continue for an additional Service Month and will not be cancelled until the end of that Service Month; and (iii) in addition, Hibu may charge you, and you agree to pay, an early termination fee equal to one monthly recurring Fee.
(a) The Design fee for your Hibu Smart Site may be paid, at your election, as set forth in your Order, as a one-time payment or on a monthly recurring basis. If you elect to pay the Design Fee on a monthly recurring basis: (i) the Design fee will be spread over the 12 months of the Minimum Term; (ii) we may require you to pay a portion of the Design fee when you submit your Order (this payment will be reflected on the first statement we issue you for this Service); and (iii) if you cancel your Hibu Smart Site Service prior to the end of the Minimum Term, we will bill you for the balance of the Design fee.
(b) As used in this paragraph 7, “Amendment” means a request for small changes to your website, which may include but are not limited to content changes (i.e., word changes, changing font and font color), simple menu change and changing colors.
(c) We agree to build a website for your approval. If you purchased a Hibu Smart Site -Standard, we will design up to ten (10) pages. If you purchased a Hibu Smart Site - Pro, we will design up to fifteen (15) pages. You may purchase an additional five (5) pages as an add-on to the Hibu Smart Site – Pro.
(d) We will only start building your website once you have provided us with Your Content, Your Data and any other materials and information that we request from you in order for us to provide this Service. Any Amendments that you have requested to your website will be available for you to review once we have sent you an amends confirmation email.
(e) You agree that we may modify how your chosen website template “looks and feels” or is formatted if we think this is necessary or appropriate for us to provide this Service.
(f) This Service includes a consultation call with a Hibu Digital Services Consultant. If we are unable to complete the consultation and do not receive Your Content necessary to design your website, we may cancel your Order. Once the website is completed, we will send you a link to your website so that you can review it. At this stage your website will be held under a preview web address. You will then have five (5) working days to respond via telephone or email with your feedback and any Amendments required. Your website will be set live on the earliest of the following to occur: (1) we incorporate your requested Amendments; (2) we receive your confirmation that the website is acceptable; or (3) if we receive no response from you prior to the end of the five (5) working day response period referred to above, the expiration of such period. If you are providing your own Domain Name and have not repointed your domain as required prior to the end of the five (5) working day response period, your site will remain on the preview web address. In all cases, the Start Date will occur and we will begin charging Fees on the date that is 30 days after the completion of your consultation call.
(g) We may not be able to perform this Services if Your Content, Your Data or any other materials and information you provide to us do not meet the requirements of paragraph 11(q) of the General Terms and you will not be entitled to any refund or credit detailed in the Refund/Credit section above in these circumstances.
(a) The terms of this paragraph 8 apply only if we provide you with a Domain Name. If you provide your own Domain Name or you obtain a Domain Name other than from us or Our Representatives, you are responsible for procuring, maintaining and paying all fees for your Domain Name and you will not have access to the email account/mailbox features of this Service.
(b) The Domain Name will be registered to you.
(a) If you choose to include a video as part of an Order for a Hibu Smart Site, we will build you a 30-second Photomotion Video (“Video”). We will only start building your Video once you have provided us with Your Content, Your Data and any other materials and information that we request from you in order to do so.
(b) Once we have built your Video, your Video will be made available for you to review. Please note that we may set your Video live if, after a reasonable time period, we do not receive approval from you to set the video live.
(c) You may make amendments to your Video from time to time which are reasonable in scope and number. Any amendments to your Video that you have requested will be available for you to review as provided in an amendment confirmation email we will send to you.
(d) On cancellation of this Service, the finished Video will continue to be owned by us, and we may use all or any portion of your Video in our business and marketing materials.
(a) If you choose to include our Appointments feature as part of an Order for a Hibu Smart Site, we will include functionality that enables users to request appointments on your site.
(b) Once this Service is live, we will send you login details for you to manage your Appointments feature. You are responsible for the management and security of the Appointments feature on your Hibu Smart Site, including limiting the number of authorized users and maintaining the security of login and password information of such users.