505AYP, LLC TERMS AND CONDITIONS

1. 505AYP Services: 505AYP owns a printed and online yellow-pages directory (the “Directory”). The Directory publishes annually. The public can search categories of businesses and service providers in the Directory. 505AYP is willing to provide Customer with one or more advertisements in the Directory (hereafter: the “Advertisement”) if Customer pays 505AYP and abides by the terms of this Agreement.
2. Advertisements: An Advertisement shall comprise data, information, and graphics to be provided exclusively by Customer, not AYP™, relevant to Customer’s company, qualifications, office locations, and other information of possible interest to the public. Advertisements are sold on a non-exclusive basis. 505AYP does not guarantee any particular placement, exposure, priority, or seniority for Customer’s Advertisement. Nor does 505AYP make any representations, warranties, or guarantees to Customer about the number of clients Customer may get from its Advertisement,the number of calls it may get, the number of impressions or “click-throughs” to Customer’s website, or any level of service, communication, traffic, or business that may or may not result from Customer’s purchase of an Advertisement in the Directory. 505AYP may redesign or reorganize the Directory and Customer’s advertisement in its sole discretion at any time, even if a redesign affects the placement, appearance, look, or feel of Customer’s Advertisement. .
3. Term: This Agreement is for a one-year term and contemplates placement of the Advertisement(s) in one Volume of the Directory in the Albuquerque/Santa Fe Metropolitan area only. Customer may cancel this contract by email, phone, other written request sent to 505AYP within 3 days after this contract date.505AYP may cancel this Agreement without notice. In the event of a renewal, 505AYP shall publish the same Advertisement(s) as the prior year unless substitute content is submitted by Customer.
4. Price: Advertisements shall be priced according to the insertion order on the front page of this Agreement, or if no price is listed, according to AYP505 prevailing rates. If Customer has not paid for its Advertisement in full, Customer hereby gives 505AYP irrevocable authority to charge or debit Customer’s credit card or debit card, or bank account without further notice or authority from Customer. All payments to 505AYP are non-refundable. Other fees 505AYP may assess Customer include the following: Returned-check fees of $25 for any dishonored or returned check; declined credit card fees of $25, if a credit or debit card Customer provided is declined for any reason; interest of 1.5% per month for all unpaid balances; $150 for unsuccessful reversals, wherein Customer initiates a dispute with a credit card company and/or bank and following which the same declines to reverse the disputed charges.
5. License of Customer’s Content to 505AYP: By providing content to 505AYPor uploading content on 505AYP’s website, and by submitting any materials for use on the Directory, Customer grants (or warrants that the owner of such rights has expressly granted) 505AYP a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, and distribute such materials or incorporate such materials into any form, medium, or technology. Customer warrants and represents that it has all legal and other rights that may be necessary to grant 505AYP with the license set forth in this Section. Customer also acknowledges and agrees that AYP505 shall have the right (but not obligation), in 505AYP’s discretion, to refuse to publish or to remove or block access to any Content Customer provides at any time and for any reason, with or without notice. Materials provided to 505AYP by Customer will not be returned.
6. Intellectual Property Rights: Except as expressly provided herein, nothing in this Agreement should be construed to grant any licenses or rights, by implication, estoppel or otherwise,under copyright or other intellectual property rights. Customer agrees that all rights, title and interest (including all copyrights, trademarks, service marks, patents and other intellectual property rights) in this Directory and its content belong to 505AYP & affiliates and its licensors.
7. Linking to the Directory: Customer may provide links only to the 505AYP online Directory, provided (a) Customer does not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Directory, (b) Customer gives 505AYP notice of such link, and (c) Customer discontinues providing links to this Directory immediately upon request by 505AYP.
8. Other Advertisers & Rating Systems: This Directory may contain Advertisements, other than Customer’s Advertisement(s), that belong to competitors and colleagues. Advertisers are responsible for ensuring that material submitted for inclusion in and on the Directory is accurate and complies with applicable laws. 505AYP will not be responsible for any consequences of any kind attributable to any error or inaccuracy in any advertiser’s or sponsor’s materials. Some Advertisers have contracted for higher and more expensive and/or expansive levels of service. Their Advertisements may, in some cases, reduce the visibility of Customer’s Advertisement.
9. Disclaimer & Limitation Of Liability & Damages: The directory and Customer’s Advertisement is provided on an “as is “ basis. 505AYP expressly disclaims all warranties, including the warranties of merchantability, fitness for a particular purpose and non-infringement. 505AYP disclaims all responsibility for any loss, injury, claim, liability, or damage of any kind, including those resulting from, arising out of or any way related to (a) errors in or omissions contained in the directory or Customer’s advertisement and its content, including but not limited to inaccuracies and typographical errors, (b) problems with, or errors relating to the printing or distribution of the directory; and (c) the numbers of directories printed and distributed. 505AYP SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM CUSTOMER’S ADVERTISEMENT IN THE DIRECTORY. 505AYP shall not be liable for any special, direct,indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees, lost profits, loss of goodwill, loss of use, loss of data or other intangible loss, or lost opportunity, even if we have been advised of the possibility of such damages). If any part of this limitation on liability is unenforceable, 505AYP’s sole obligation for damages shall not exceed the actual amount of money Customer paid to 505AYP for the Advertisement.
10. Indemnification. Customer is solely liable for any content Customer provides or uploads to the Directory. Customer agrees to indemnify and hold harmless 505AYP from any third-party claim, action, demand, loss, or damages (including attorneys' fees and costs) arising out of or relating to Customer’s use of the Directory, Customer’s Advertisement, and Customer’s violation of any rights of a third party.
11. Governing Law, Jurisdiction and Non-Waiver. These Terms and Conditions of Use are governed by and construed in accordance with the laws of the State of New Mexico, and any action arising out of or relating to these terms shall be brought in New Mexico. The exclusive venue for any action shall be Bernilillo County, New Mexico and all proceedings must be held in the City of Albuquerque.
12. Alternate Dispute Resolution. Any dispute arising under this Agreement shall be resolved by arbitration, not litigation. THE PARTIES EXPRESSLY, ABSOLUTELY, AND UNCONDITIONALLY AGREE TO WAIVE THEIR RIGHT TO TRIAL BY JURY AND AGREE TO RESOLVE ANY AND ALL DISPUTES BY ARBITRATION. Arbitration shall be held according to the provisions of the New Mexico Arbitration Code. The Federal Rules of Civil Procedure shall apply to all such proceedings, but the parties agree that in the interest of time, resources, and swift and efficient justice, they shall waive depositions, experts, written discovery (for example, interrogatories and requests for production) and expert reports, which shall not be admissible in litigation. 505AYP, if a prevailing party, shall be entitled to attorneys' fees and costs, which were incurred with bringing or defending any claim or defense, including the costs of any appeal, and collection of any judgment. Small claims exception: 505AYP may file a small claims case against Customer to collect a debt of less than $5,000. The parties agree that New Mexico law will apply to any small claims case.
13. Precondition to suit. Except in cases in which Customer alleges 505AYP caused a bona fide personal injury to a human body, Customer agrees that prior to instituting any arbitration or claim against 505AYP, whether for breach of agreement or otherwise, Customer will give 505AYP notice and opportunity to cure. “Notice” means Customer will send 505AYP a letter via Certified U.S. Mail, Return Receipt, that identifies with particularity the conduct, omissions, or other acts which Customer alleges 505AYP engaged in. If Customer’s claim is for a breach of this Agreement, Customer shall identify what section, clause, and sentence 505AYP breached. In the Notice, Customer agrees to identify with specificity the damage AYP™ allegedly caused and what steps AYP™ must take to remedy, arrest, or ameliorate said damage. Customer will then give 505AYP 30 days to cure. “Cure” shall mean that 505AYP shall have the opportunity to actually remedy, arrest, or ameliorate that thing that gave rise to Customer’s claim. In any subsequent proceeding, Customer bears the burden of pleading and proving that notice was given and received in accordance with this section.
14. Severability of Provisions, Waiver, Time of Essence. These Terms and Conditions of Use incorporate by reference all notices and disclaimers contained online for the printed & online Directory and constitute the entire agreement between Customer and 505AYP with respect to access to and use of the Directory. If any provision of these Terms and Conditions of Use is found unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability. No waiver: The failure of either party to enforce any rights hereunder shall not constitute a waiver of any terms or conditions of these Terms and Conditions of Use.