Terms of Service

PLEASE READ THE FOLLOWING TERMS OF SERVICE (the "TERMS") CAREFULLY BEFORE USING ANY OF THE LISTINGFREE SERVICES. THESE TERMS GOVERN ANY FREE TRIAL PERIOD, INCLUDING BUT NOT LIMITED TO, A DEMO ACCOUNT OR YOUR PURCHASE AND ON GOING USE OF THE SERVICES. IF YOU DO NOT WISH TO COMPLY WITH THE TERMS SET FORTH HEREIN, DO NOT USE ANY OF THE SERVICES PROVIDED BY LISTINGFREE. THE USE OF ANY LISTINGFREE SERVICES WILL SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS. BY ACCEPTING THESE TERMS, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN AGREEMENT THAT REFERENCES THE SET TERMS, YOU AGREE TO THE TERMS SET FORTH HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. You may not access the Services if You are a direct competitor, except with Listingfree prior written consent. In addition, You may not access the Services for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes. .
DEFINITIONS "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity." Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. "Data" means any information uploaded, transmitted, processed and stored on the Listingfree system. "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. "Free Trial Services" means Services that You or Your Affiliates use, pursuant to our Free Trial period. "Packages or Subscription" means Services purchased by You or Your Affiliates use on a monthly, quarterly or annual basis. "Services" means the online Listingfree based applications, service and platform provided by Listingfree LLC via http://www.listingfree.com and/or other designated Listingfree websites as described in the User Manual or Guide, that are ordered by You. Notwithstanding the foregoing, Services shall include any and all applications, and services relating to Listingfree Integration Platforms. "User or Manual Guide" means the online user guide for the Services, as updated from time to time. "Users" means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been purchased, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents; or third parties with which You transact business. "Listingfree", "Us", "We" or "Our" means the Listingfree LLC. "You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity. "Your Data" means all electronic data or information submitted by You to the Purchased Services. .
PURPOSE OF THE AGREEMENT Listingfree Services are made available to you subject to the following terms and conditions. Listingfree may also offer other services under different terms and conditions. Free Trial Listingfree offer certain Services as a free or subscription based services ("Free Trial" "Packages,") for the purpose of testing and evaluation. Listingfree reserves full and sole authority and discretion to determine the period of time for testing and evaluation of the Services. You will be under no obligation to acquire a subscription to any Packages or as a result of your subscription to any Free Trial. Listingfree reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Free Trial Services with or without notice to You. You agree that Listingfree will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Free Trial for any reason. .
Subscription Listingfree shall make the Services available to You pursuant to this Agreement during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features..
User Subscription Services are purchased as Packages and may be accessed by no more than the specified number of Users. Additional User subscriptions may be added during the subscription term at anytime, pro-rated for the remainder of the subscription term in effect at the time the additional User subscriptions are added based upon the new Package upgrade or downgrade. Any added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services. .
Member Registration Oblgations In consideration of your use of the Services, you agree to; a) provide true, accurate, current and complete information about yourself as prompted by the Registration Process ("Registration Data"); and b) maintain and promptly update your Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated,or incomplete, or if Listingfree has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Listingfree may terminate your Account and refuse current or future use of any or all of the Services. .
Personal Information & Privacy Personal information you provide to Listingfree, through the Service, is governed by Listingfree Data Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the Listingfree Data Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your Account and you agree to inform us immediately of any unauthorized use of your Account by email to support@listingfree.com by calling us on any of the numbers listed on our website. Listingfree is not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your Account, or otherwise. .
Communication from Listingfree The Service may include certain communications from Listingfree, such as service announcements, administrative messages, promotions and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, Listingfree also provide you the option of opting out from receiving newsletters and promotions from us. However, you will not be able to opt-out from receiving service announcements and administrative messages. .
Fees and Payments Subscriptions to paid Services are available on monthly, quarterly and yearly subscription plans. Your subscription will be automatically renewed Listingfree at the end of each subscription period. The subscription fee will be charged to the Credit Card last used by You. Except as otherwise specified herein, (i) fees are quoted and payable in United States dollars (ii) fees are based on services purchased and Packages subscribed to and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) the number of User subscriptions purchased cannot be decreased during the relevant subscription term. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term. Listingfree reserves the right to change the subscription and Package fees and to charge for use of Services that are currently available free of charge. You will not be charged for using any Service unless you have opted for a paid subscription plan. .
Invoicing and Payment You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit for all Services based upon the Packages that You opted for, the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the Packages. If you qualify, Listingfree offers an approved credit line. If Listingfree provides payment terms other than a credit card, We will invoice You in advance and otherwise in accordance with the Packages. Unless otherwise stated herein, invoiced charges are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services..
Overdue Charges If any charges are not received from You by the due date, then Listingfree reserves the right, at its discretion, (a) to charge late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, which ever is lower, from the date such payment was due until the date paid, and/or (b) Listingfree may condition future subscription renewals on payment terms shorter than those specified herein..
Suspension of Service and Acceleration If any amount owing by You under this or any other agreement for Listingfree services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), Listingfree may, without limiting any other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Listingfree services to You until such amounts are paid in full. .
Taxes Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If Listingfree have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Listingfree with a valid tax exemption certificate authorized by the appropriate taxing authority. Listingfree is solely responsible for taxes assessable against it based on Our income, property and employees. .
Restrictions and Responsibility on Use In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer or otherwise make available to any third party the Services without prior written permission; (ii) provide any service based on the Services without prior written permission; (iii) use the third party links to sites without agreeing to the Listingfree website terms & conditions; (iv) post links to third party sites or use their logo, company name, etc., without their prior written permission; (v) use the Services for spamming and other illegal purposes; (vi) sell, resell, rent or lease the Services without prior written permission; (vii) use the Services to store or transmit Malicious Code; (viii) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material; (ix) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (x) attempt to gain unauthorized access to the Services or their related systems or networks; or (xi) to store or transmit any material or Data in violation of third-party privacy rights. You shall (i) be responsible for User compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations..
White Label Services Listingfree may offer White Label Services for sale under our Packages. Any customization of the Services by You, including but not limited to, use of a logo within our platform and any exchange of data between You and any third-party, is solely between You and the third-party. We do not warrant or support third parties. If You purchase and subscribe to the White Label Services, You acknowledge that Listingfree has the right to access Your Data as required for the inter-operation of such our Services. Listingfree shall not be responsible for any disclosure, modification or deletion of Your Data..
Spamming and Illegal Activities You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses,or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of "junk mail", "spam", "chain letters", "phishing" or unsolicited mass distribution of email. Listingfree reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity..
Inactive User Accounts Policy Listingfree reserve the right to terminate unpaid accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such account will be deleted. Listingfree may provide you prior notice of such termination and backup of your data by email. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive. Data Ownership Unless specifically permitted by you, your use of the Services does not grant Listingfree the license to use, reproduce, adapt, modify, publish or distribute the Data stored in your Account for Our commercial, marketing or any similar purpose. Listingfree will make available to You the ability to download a file of Your Data in various formats while you are an active User of the Services. We shall have no obligation to maintain or provide any of Your Data once Your Services have been terminated and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control. Sample Data and Applications Listingfree may provide sample data and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. Listingfree makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications. Trademark Listingfree, Listingfree logo, the names of individual Listingfree Services and their logos are trademarks of LISTINGFREE LLC. You agree not to display or use,in any manner, the Listingfree trademarks, without Our prior permission. Proprietary Rights Reservation of Rights: Subject to the limited rights expressly granted hereunder, Listingfree reserves all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. Restrictions: You shall not (i) create derivative works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services. Ownership of Your Data: As between Listingfree and You, You exclusively own all rights, title and interest in and to all of Your Data. Suggestions Listingfree shall have a royalty-free, worldwide, transferable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement, requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services. Disclaimer of Warranties YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. LISTINGFREE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LISTINGFREE MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM LISTINGFREE, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS..
Limitation of Liability YOU AGREE THAT LISTINGFREE SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS IN FORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF LISTINGFREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH LISTINGFREE RELATED TO ANY OF THE SERVICES SHALL BE TERMINATION OF SUCH SERVICE. IN NO EVENT SHALL OUR ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE FOR ANY GIVEN MONTH. .
Indemnification You agree to indemnify and hold harmless Listingfree, its owners, officers, directors, employees, suppliers, and affiliates, from and against any loss, damages, fines and expenses (including attorneys fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party's rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services. Suspension and Termination Listingfree may suspend your Listingfree Account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of Listingfree Accounts should be made to legal@Listingfree.com within thirty days of being notified about the suspension. Listingfree may terminate a suspended or disabled Listingfree Account after thirty days. Listingfree will also terminate your Listingfree Account on your request. In addition, Listingfree reserve the right to terminate your Listingfree Account and deny the Services upon reasonable belief that you have violated the Terms and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. Termination of Listingfree Account will include denial of access to all Services, deletion of your Account information such as your e-mail ID and Password and deletion of all data in your Listingfree Account. General Provisions a) Relationship of the Parties: The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. b) No Third-Party Beneficiaries: There are no third-party beneficiaries to this Agreement. c) Waiver and Cumulative Remedies: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. d) Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. e) Attorney Fees: You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach (Fees and Payment). f) Assignment: Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its, without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of this Agreement upon written notice to the assigning party. Subject to the forgoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. g) Listingfree may modify the Terms upon notice to you at anytime. These modifications may include, without limitation, payment for the Services. You will be provided notice of any such modification by electronic mail or by publishing the changes on the Listingfree website. You will be provided the option to terminate your use of the Services if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services. Your continued use of the Service after notice of any change to the Terms will be deemed to be your agreement to the amended Terms. h) Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in New Jersey and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Listingfree may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Listingfree under this Agreement following Your breach of this Agreement. i) Entire Agreement: This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. If you have any questions or concerns regarding this agreement, please contact us at legal@Listingfree.com..