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Terms and Conditions
Local.com Sponsored Listings Terms of Service
Last Updated: July 2007
1. THIS IS AN AGREEMENT BETWEEN YOU AND LOCAL.COM
1.1 Thank you for choosing to advertise with Local.com. These Local.com Sponsored Listings Terms of Service ("Terms of Service") are an agreement between you or any business entity you are representing (in either case, "you" or "your") and Local.com Corporation or, if applicable, one of Local.com Corporation’s affiliates (in either case, "Local.com"). These Terms of Service govern your access to and use of the Service (as defined below). The Service is offered to you conditioned upon your acceptance without modification of these Terms of Service. Your use of the Service constitutes your acceptance of these Terms of Service. IF YOU DO NOT AGREE TO THE TERMS OF SERVICE, YOU MAY NOT PURCHASE, USE OR ACCESS THE SERVICE. Any person or entity acting on your behalf shall also be bound by the Terms of Service and you agree to be responsible for such person's or entity's actions.
1.2 BY CLICKING THE "PLACE ORDER" BUTTON (OR ANY SIMILAR BUTTON), YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, THAT YOU HAVE PROVIDED TRUE, ACCURATE, CURRENT AND COMPLETE INFORMATION (INCLUDING AN ACCURATE EMAIL ADDRESS) AS PROMPTED BY THE SERVICE REGISTRATION FORM, THAT YOU HAVE THE POWER AND AUTHORITY TO ENTER INTO AND PERFORM UNDER THE TERMS OF SERVICE AND THAT YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE AND TO COMPLY WITH ALL APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS.
2. MODIFYING THIS AGREEMENT
Local.com reserves the right, in its sole discretion, to update, change, add or remove all or part of these Terms of Service from time to time with or without notice to you. Any such modifications shall be deemed effective immediately upon posting of the modified Terms of Service. You are responsible for regularly reviewing these Terms of Service and any modifications to the Terms of Service that are posted. You can find the most recent version of the Terms of Service at http://adcenter.local.com/opencms/opencms/sites/pfp/help/en/tandc.html. Your continued use of the Service (as defined in Section 3.1 below) following Local.com's notice or posting of changed Terms of Service will constitute your acceptance of such changes. You are responsible for checking regularly for changes to the Terms of Service and for ensuring that any contact, billing or payment information you provide to Local.com is updated and correct.
3. LOCAL.COM SPONSORED LISTINGS SERVICE
3.1 Local.com distributes Sponsored Listings of local advertisers (the "Service") on either a subscription or cost-per-click basis. Business owners who sign up for the Service may use Local.com’s Ad Center (the “Ad Center”) to provision their Sponsored Listings and submit the information requested by Local.com, including a URL for the web site for the business (the “Web Site”), a business description, and other information that is valuable to end-users (a "Sponsored Listing") for consideration for placement in a searchable Local.com database.
3.2 You acknowledge and agree that your Sponsored Listing(s) may be displayed by Local.com on the web site located at www.local.com (or any successor web site) (the “Local.com Network”) and/or various Local.com authorized third party (collectively, the “Local.com Distribution Network Entities”) web sites (collectively, the "Local.com Distribution Network"). Local.com does not guarantee the performance of any Sponsored Listings.
3.3 You acknowledge and agree that Local.com has the right, at any time and for any reason, to redesign or modify the organization, structure, specifications, "look and feel," navigation, guidelines, features and other elements of the Service and any section of the Local.com Network or the Local.com Distribution Network, including any pages on which your Sponsored Listing may be displayed or delivered or to or from which your Sponsored Listing may be linked.
4. MEMBER ACCOUNT, PASSWORD, AND SECURITY
To participate in the Service, you may be provided with a Local.com ID or user name. You are responsible for maintaining the confidentiality of your user name and/or Local.com ID, password and other Service account information, and are fully responsible for all activities that occur under your account. You agree to (a) immediately notify Local.com of any unauthorized use of your user name or Local.com ID, password or other account information or any other breach of security and (b) ensure that you exit from your account at the end of each session. Local.com will not be liable for any loss or damage arising from your failure to comply with this Section. Accordingly, you understand and agree that you shall be liable for any activity performed by any people using the Service under your user name and password.
5. YOUR SPONSORED LISTING
5.1 Your Sponsored Listings must comply with the Guidelines set forth at http://adcenter.local.com/opencms/opencms/system/modules/com.platefood.pfp/resources/email/attachmentGallery/product_guidelines.pdfht which are hereby incorporated into these Terms of Service. Local.com will have the right, but not the obligation, to review the contents of your Sponsored Listing.
5.2 You are responsible for keeping backups of all Sponsored Listings, and Local.com is not responsible for the loss of any Sponsored Listings for any reason.
5.3 All Sponsored Listings submitted to the Service must meet the following minimum criteria:
(a) The Sponsored Listing must be for a business based in the United States.
(b) You must provide the street address of the business to Local.com when submitting the Sponsored Listing, although you may choose to hide the street address in the Sponsored Listing itself.
(c) You must provide Local.com with the business name, business address, phone number, service area, and any other information required by Local.com.
(d) Your Sponsored Listing and your Web Site must not contain any content, products, services, or other information that in Local.com's reasonable determination may be illegal to sell under any applicable law, statute, ordinance, or regulation or infringe or violate anyone's rights, or that Local.com believes, in its sole discretion, is inflammatory, offensive, or otherwise inconsistent with the spirit of the Service.
(e) When submitting your Sponsored Listing, you may not: (i) provide inappropriate or inaccurate information; (ii) submit multiple listings for the same business; (iii) submit your Sponsored Listing more than once under different Local.com IDs, aliases or accounts; or (iv) engage in any other fraudulent activity or purpose.
5.4 You may use the Ad Center to select one or more Local.com categories, keywords (for cost-per-click Sponsored Listings only), and geographic areas for each Sponsored Listing you submit. Subscription-based Sponsored Listings will rotate among other available subscription-based Sponsored Listing inventory in the category(ies) and geographic area(s) chosen by you. However, there is no guarantee that subscription-based Sponsored Listings will be displayed in response to searches on particular keywords. Cost-per-click-based Sponsored Listings will be placed based on bid volume. Sponsored Listing inventory may be unavailable for certain categories, keywords, and geographies. Sponsored Listings may appear on the second or any subsequent page of end-user search results. Except as expressly set forth in this Section 5.4, Local.com reserves the right to decide whether, where, and how a Sponsored Listing is displayed. Sponsored Listings may or may not be placed on the Local.com Network or Local.com Distribution Network as you request through the Ad Center. Local.com does not guarantee that your Sponsored Listings will be available through any part of the Local.com Network or Local.com Distribution Network, and you understand that Local.com reserves the right not to place your Sponsored Listings, or to cease placing your Sponsored Listings, on any site or application within the Local.com Network or Local.com Distribution Network. Local.com reserves the right at any time to categorize or re-categorize any Sponsored Listings, as determined solely by Local.com in its reasonable discretion. Incorrectly categorized Sponsored Listings may be terminated without refund or re-categorized. NOTHING IN THIS AGREEMENT OBLIGATES LOCAL.COM TO PLACE YOUR SPONSORED LISTING WITHIN A SPECIFIC CATEGORY OR SUBCATEGORY.
5.5 You hereby grant to Local.com, Local.com’s subsidiaries and affiliates, and the Local.com Distribution Network Entities (together with Local.com, the “Local.com Affiliates”) a non-exclusive, worldwide, royalty-free license to use, reproduce, reformat, publicly display, publicly perform and electronically distribute your Sponsored Listing or portions thereof (including any content, images, technology, trademarks, or other brand features contained therein) during the Term for the purposes of (a) displaying and promoting your business and your Sponsored Listing; and (b) providing features and functionality on the Local.com Network and the Local.com Distribution Network, including but not limited to the right to incorporate your Sponsored Listings into a searchable database.
5.6 You represent, warrant, and covenant to Local.com that: (a) you have, and will have at all times, all right, title and interest necessary to grant to Local.com any and all licenses hereunder; (b) nothing in your Sponsored Listing is false, misleading, defamatory, libelous, slanderous, illegal or threatening; (c) you have all necessary rights, permits and licenses under all applicable laws, rules and regulations to promote, offer for sale, sell, and ship all products or services available through the business identified in your Sponsored Listing regardless of whether such products or services are described in your listing; (d) you will not engage in any illegal activities; (e) you are solely responsible for all customer service, order fulfillment, product returns, or payment of taxes or charges associated with any products or services that link from a Sponsored Listing or from a site included in your Sponsored Listing; and (f) your Sponsored Listing (including all content, images, trademarks, and technology contained therein), your use of any keywords that trigger the display of any Sponsored Listings, and all products, services and materials available from your site do, and will at all times, comply with all applicable laws, rules and regulations, these Terms of Service, the Guidelines and the Privacy Policy (as defined in Section 8.1 below) and do not and will not infringe the rights of any third party, including any intellectual property rights.
5.7 Local.com reserves the right, without notice, to reject or remove any Sponsored Listing at any time for any reason whatsoever (including, without limitation, the belief by Local.com that the Sponsored Listing or any information included in the Sponsored Listing may subject Local.com to criminal or civil liability).
6. PAYMENT TERMS; USAGE STATISTICS
6.1 You agree to pay Local.com for the distribution of your Sponsored Listings in U.S. dollars in the manner described in the Ad Center when you sign up for the Service. In the case of cost-per-click Sponsored Listings, you understand and agree that you will pay Local.com the amount you bid for the applicable Sponsored Listing multiplied by the number of clicks on such Sponsored Listing, whether the Sponsored Listing was displayed on the Local.com Network or the Local.com Distribution Network. Subscription-based advertisers will be charged a flat rate for the distribution of their Sponsored Listings for a fixed period of time.
6.2 Some advertisers will be required to pre-pay by credit card or debit card for the distribution of their Sponsored Listings. Other qualifying advertisers may be permitted to pay by credit card, debit card, check or wire transfer after their Sponsored Listings have been distributed. Such qualifying advertisers must pay within thirty (30) days after the end of the month in which the Sponsored Listings were distributed by Local.com.
6.3 If you are an advertiser who is required to pay by credit card, you (a) must submit a valid credit card number to Local.com as part of the registration process; (b) must keep your credit card information current; (c) authorize Local.com (or any third-party contracted by Local.com) to store your credit card and billing information; (d) authorize Local.com to automatically charge your credit card as fees become due; and (e) agree that your authorization is valid until the termination of these Terms of Service by you or Local.com or until your credit card expires. All fees are non-refundable and non-creditable. If Local.com is unable to successfully charge your credit card for any reason, or if there is a chargeback on the credit card, Local.com may suspend the display of your Sponsored Listing(s) or terminate these Terms of Service. IF YOU ARE AN ADVERTISER WHO IS REQUIRED TO PRE-PAY FOR YOUR SPONSORED LISTING DISTRIBUTION, YOU ACKNOWLEDGE AND AGREE THAT THE CHARGE OF YOUR CREDIT CARD DOES NOT IN ANY WAY GUARANTEE THE ACCEPTANCE OR DISPLAY OF YOUR SPONSORED LISTING OR PORTIONS THEREOF IN ANY FORM.
6.4 If you are a cost-per-click advertiser who elects to spend up to a fixed amount each month for the distribution of Sponsored Listings, you authorize Local.com to automatically charge your credit card at any time your account balance falls below the fixed monthly amount. You understand that you will receive email notification after each such credit card transaction to notify you that your account has been replenished. Local.com reserves the right to terminate this automatic replenishment payment plan and/or your participation in that plan at any time. You also understand that at any time, you may elect to discontinue your enrollment in this plan by providing written notice to Local.com. Unless you discontinue your enrollment in this plan or set an expiration date, this authorization is valid until the termination of this agreement with Local.com or until your credit card expires.
6.5 Local.com reserves the right to suspend the display of your Sponsored Listing(s) or terminate these Terms of Service if you fail to make any payment when due. Local.com may also impose a late payment finance charge equal to one percent (1%) for every thirty (30) days any amount is past due.
6.6 You acknowledge and agree that the usage statistics provided by Local.com are the official, definitive measurements of a click delivery. All such usage statistics are Local.com Confidential Information, which must be treated by you in accordance with Section 10 below.
7. TERM AND TERMINATION
7.1 The term of these Terms of Service will commence on the date that you click the "PLACE ORDER" button (or any similar button) to the Terms of Service and will remain in effect for as long as you continue to use the Service (the "Term").
7.2 Local.com reserves the right, without notice to you, to suspend or terminate your account or your access to, or use of, the Service at any time if you have breached any provision of these Terms of Service.
7.3 Either party may terminate these Terms of Service at any time, in its sole discretion; provided, however, (a) if Local.com is the terminating party, Local.com will provide notice to you in the manner described in Section 15, and termination will be effective upon your receipt of such notice and (b) if you are the terminating party, you must contact Local.com Client Services at clientservices@local.com, and termination will be effective when your request is completely processed. Your Local.com ID or user name and password may be required for you to complete the termination process, and it is your responsibility to remember these. If either party terminates these Terms of Service, you will be responsible for any fees due for the entire month in which the termination occurred without any proration of any kind.
7.4 The provisions of Sections 5.6, 7.2, 8, 9-15, 17 and this Section 7.4 will survive any termination or expiration of these Terms of Service.
8. PRIVACY AND COMMUNICATIONS
8.1. Your registration information is subject to our privacy policy as set forth at www.local.com/privacy.aspx, which is hereby incorporated into these Terms of Service (the "Privacy Policy"). In accordance with the Privacy Policy, you agree that Local.com may share data related to your use of the Service, including any Local.com registration or other related information, with Local.com Affiliates and their respective contractors or agents for the purpose of supporting your use of the Service and to offer or provide you with other related services from Local.com Affiliates.
8.2 In connection with your use of the Service, you agree to receive certain communications from Local.com that Local.com deems appropriate, including, without limitation, customer service messages regarding your account and product update communications relating to the Service or your Sponsored Listing (“Product Updates”). Product Updates may include information about new or updated product features, featured functionality, new pricing categories, additional distribution opportunities, or related products and services. Local.com may permit you to opt-out of receiving certain communications, in its sole discretion. Otherwise, your sole method of opting-out will be to cancel the Service.
8.3 You authorize Local.com to keep and use during and after the Term a record of any information related to your use of the Service.
9. CONFIDENTIALITY
Except as otherwise expressly provided herein, each party agrees not to disclose Confidential Information of the other party without prior written consent. "Confidential Information" means any confidential, proprietary or trade secret information relating to the Terms of Service or disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the Term including business, financial or technical information that is not (a) disclosed in public materials or otherwise in the public domain through no fault of the Receiving Party; (b) lawfully obtained by the Receiving Party from a third party without any obligation of confidentiality; (c) lawfully known to the Receiving Party prior to disclosure by the Disclosing Party; (d) independently developed by the Receiving Party; or (e) required or reasonably advised to be disclosed by law as long as the Receiving Party affords the Disclosing Party a reasonable opportunity to seek protective legal treatment of the Confidential Information.
10. INDEMNITY
You agree to indemnify, defend, and hold harmless the Local.com Affiliates, and all of their respective officers, directors, shareholders, employees, agents, and advisors from and against any and all losses, liabilities, claims (including claims without legal merit or brought in bad faith), demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions and liens, including reasonable attorneys' fees and costs (whether brought by third parties or otherwise) (collectively, "Claims") relating to or arising from: (a) your use of the Service, including, without limitation, your use of any keywords that trigger the display of your Sponsored Listings ; (b) the submission, acceptance or rejection of your Sponsored Listing; (c) the publication of your Sponsored Listing; (d) any content, images, material, product or service of yours to which users can link through the Sponsored Listing; (e) any alleged violation of these Terms of Service; or (f) any alleged violation of any rights of others related to your use of the Service, your Sponsored Listing, or the publication of your Sponsored Listing or portions thereof (including without limitation, any claim of patent, trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices). Local.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, which will not excuse your indemnity obligations under this Section.
11. LOCAL.COM MAKES NO WARRANTIES
THE SERVICE, THE LOCAL.COM NETWORK AND THE LOCAL.COM DISTRIBUTION NETWORK WEB SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LOCAL.COM AFFILIATES MAKE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR IMPLIED, OF ANY KIND. THE LOCAL.COM AFFILIATES DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
12. LIMITATION OF LIABILITY; YOUR EXCLUSIVE REMEDY
13.1 THE LOCAL.COM AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND ADVISORS WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR YOUR DAMAGES, INCLUDING, WITHOUT LMITATION, YOUR LOSS OF BUSINESS, PROFITS, OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF THE LOCAL.COM AFFILIATES ARE AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, LOCAL.COM'S ACCEPTANCE, REJECTION, REMOVAL, OR CANCELLATION OF A SPONSORED LISTING, LOCAL.COM'S PUBLICATION OF A SPONSORED LISTING, USERS CLICKING ON A SPONSORED LISTING AND ACCESSING THE LINKED WEB SITE. THE LOCAL.COM AFFILIATES’ LIABILITY TO YOU WILL NOT, FOR ANY REASON, INDIVIDUALLY OR IN THE AGGREGATE, EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO LOCAL.COM UNDER THESE TERMS OF SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.
13.2 IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU DO NOT AGREE WITH ANY PART OF THESE TERMS OF SERVICE, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY LOCAL.COM AFFILIATE WITH RESPECT TO THESE TERMS OF SERVICE OR THE SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. THE EXCLUSION OF DAMAGES UNDER SECTION 13.1 IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE.
13. OWNERSHIP
You acknowledge and agree Local.com is the exclusive owner of the Local.com Network and the Service, including, without limitation, any and all intellectual property or proprietary rights therein.
14. NOTICES
Any notices or communications under the Terms of Service to you will be addressed to the electronic address specified in your Service registration form or mailing address specified in your Service registration form, as you may update such information from time to time, and will be deemed delivered immediately upon sending in the case of electronic mail and three days after mailing in the case of standard written mail. If to Local.com, such notices shall be addressed to clientservices@local.com, or to such other address as Local.com may provide to you.
15. YOU HAVE LIMITED TIME TO BRING A CLAIM
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, TO THE TERMS OR SERVICE, OR TO YOUR SPONSORED LISTING MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
16. INFORMATION FOR CALIFORNIA RESIDENTS
Under California Civil Code Section 1789.3, users of the Service located in California are entitled to the following consumer rights information:
(a) The Service is provided by Local.com Corporation, located at One Technology Drive, Building G, Irvine, CA 92618.
(b) The fees for using the Service are provided during the registration process for the Service. Local.com reserves the right to change any fees or charges, or institute new fees, at any time.
(c) You may contact Local.com at (877) 784-0805 with complaints or to request additional information about the Service. Also, the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone at (916) 445-1254.
17. GENERAL
If these Terms of Service are with Local.com, claims for enforcement, breach or violation of duties or rights under the Terms of Service will be adjudicated under the laws of the State of California, without reference to conflict of laws principles. If these Terms of Service are with any other Local.com Affiliate, claims for enforcement, breach or violation of duties or rights under the Terms of Service will be adjudicated under the laws of the place of incorporation for such Local.com Affiliate, without reference to conflict of laws principles. If these Terms of Service are with Local.com, you hereby irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in Orange County, California, USA in all disputes arising out of or relating to this Agreement or the use of the Service. If this Agreement is with a Local.com Affiliate, you hereby consent to the exclusive jurisdiction and venue of the courts located in the place of incorporation for such Local.com Affiliate in all disputes arising out of or relating to this Agreement or the use of the Service. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Service, including without limitation this Section. Local.com's failure to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service 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 agree that the other provisions of the Terms of Service remain in full force and effect. A printed version of this Agreement and any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Local.com may assign these Terms of Service, in whole or in part, at any time with or without notice to you. You may not resell, assign or transfer any of your rights or obligations under the Terms of Service to any other entity without Local.com's express written permission. Neither party to the Terms of Service will be liable to the other for any delay or failure in performance under the Terms of Service resulting directly or indirectly from acts of nature or causes beyond its reasonable control. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect. Any and all press releases and other public announcements related to your participation in the Service must be approved in advance by Local.com in writing. The Terms of Service constitutes the entire agreement between the parties with respect to the Service and supersede all previous proposals, both oral and written, representations, writings, and all other communications between the parties. If these Terms of Service conflict or are inconsistent with the Guidelines or Privacy Policy, the Terms of Service will be deemed to control.
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