CLTFITLIFE Business Listings Terms and Conditions

  1. Description of Service

In accordance with these CLTFITLIFE Business Listings Terms and Conditions (referred to as the “Agreement” or “S.O.”), Legacy Consulting groups LLC, a North Carolina limited liability company, (together with its subsidiaries CLTFITLIFE and The Premier Concierge) (collectively “CLTFITLIFE”) shall display on the CLTFITLIFE Site one or more of the following on the applicable listing page of the Customer’s business: a link to the official URL, the phone number, and a link to the business’s email address, from the Effective Date until terminated by either party in accordance with this Agreement (the “Term”). CLTFITLIFE makes no guarantees as to the effectiveness of creating a Business Listing.

CLTFITLIFE Business Listings is a subscription product that helps fitness seekers and doers in the greater Charlotte, NC region to reach your business by providing localized contact details such as phone number, websites and email addresses. It is a powerful tool to help businesses market to consumers and spread the word about their brand on the region’s largest fitness and wellness website.

  1. Definitions

“Add-on” means a product that is purchased by Customer in addition to a Business Listing subscription. All Add-ons expire at the same time as the related Business Listing subscription.

“Business Listing” shall be defined as a listing which includes one or more of the following listed on the CLTFITLIFE Site: a) a link to an official URL for the business, b) a phone number, and c) link to the businesses’s email address.

“Business Listings Order” means the record generated by CLTFITLIFE sent to the Customer setting out the terms of the Business Listing.

“Customer” or “You” means the contracting entity (together with any affiliates or subsidiaries, if applicable) as listed in the Business Listings Order.

“Deliverables” means one or more of the following that Customer can choose one or more of the following to add to a Business Listing: the official URL, link to the business’s email address, phone number.

“Effective Date” means the date that the Business Listing is initially displayed on the CLTFITLIFE Site and as recorded in the Business Listings Order (unless otherwise agreed between the parties).

”Subscription Term” means the period of a Business Listing subscription (regardless of payment frequency), which may be renewed in accordance with these terms.

“CLTFITLIFE Site” means www.CLTFITLIFE.com

  1. Sales Order Rules

All requests by a Customer to create a Business Listing on the CLTFITLIFE Site are governed by this Agreement and the Business Listings Order. No other conditions, provisions, or terms of any sort appearing in any writings or other communications made in connection with this Agreement, including without limitation those contained on any forms of payment, will be binding on CLTFITLIFE, whether in conflict with or in addition to this Agreement. This Agreement is binding on Customer and not subject to cancellation, except as provided below under Section 4 & 7. Customer will use CLTFITLIFE services in accordance with the CLTFITLIFE Site terms of use http://www.CLTFITLIFE.com/terms (as amended from time to time), any applicable law and in a manner which does not interfere with, disturb, or disrupt other network users, services, or equipment, as determined by CLTFITLIFE in its sole discretion.

  1. Business Listings

CLTFITLIFE reserves the right, without liability, to reject, remove and/or cancel any information in the Business Listings that contain content or links which do not meet CLTFITLIFE’s specifications, at CLTFITLIFE’s sole discretion. CLTFITLIFE’s sole liability under this Agreement shall be to refund the pro-rata portion of amounts paid for the unfulfilled term to the extent that the content or links do not meet CLTFITLIFE specifications. However, in cases which involve fraudulent activity of any type, or inappropriate or malicious content, no refunds will be provided. CLTFITLIFE may redesign the CLTFITLIFE Site at its sole discretion at any time. Customer agrees to the following:

  1. a) Customer hereby grants CLTFITLIFE and its affiliates the right to display Business Listing information on the CLTFITLIFE Site, and any other Legacy Consulting Groups branded Web sites, partner web sites, and emails that are related to the Legacy Consulting Groups as defined at http://www.CLTFITLIFE.com/about. Failure by CLTFITLIFE to publish any Business Listing information does not constitute a breach of contract or otherwise entitle Customer to any legal remedy.
  2. b) Customer’s failure to comply with all applicable requirements of this Agreement may delay or prevent the display of the Business Listing and shall give CLTFITLIFE the right to immediately terminate the applicable Agreement;

c)Customer shall be solely responsible for the content provided to CLTFITLIFE for the Business Listing (including but not limited to a promotion or offer) and any web site linked to from such information, and Customer shall indemnify CLTFITLIFE for all loss, costs, and damages in connection with any claims of infringement of any third party rights and any claims arising from the content (including but not limited to unfair or deceptive acts and practices and consumer protection claims). Customer represents, warrants and covenants to CLTFITLIFE that at all times, (a) it is fully authorized to publish the entire contents and subject matter of all requested information (including, without limitation, all text, URLs, and Internet sites to which URLs are linked); (b) all such materials and Internet sites comply with all applicable laws and regulations and do not violate the rights (including, but not limited to, intellectual business rights) of any third party; (c) it has the full corporate rights, power and authority to enter into this Agreement and to perform the acts required of it hereunder, and its execution of this S.O. does not and will not violate any agreement to which it is a Party or by which it is otherwise bound, or any applicable law, rule or regulation; and (d) each such Internet site is controlled by Customer and operated by Customer or its independent contractors, is functional and accessible at all times, and is suitable in all respects to be linked to from the applicable site.

  1. d) It is the Customer’s obligation to submit Business Listing information in accordance with CLTFITLIFE’s then existing criteria or specifications (including content limitations, technical specifications, terms of use, privacy policies, user experience policies, policies regarding consistency with CLTFITLIFE’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site to which CLTFITLIFE members are directed), and any other CLTFITLIFE policy (collectively “Policies”).
  2. e) Public Announcements. Customer hereby grants CLTFITLIFE permission to publicize the fact that it is a Business Listing customer of CLTFITLIFE in a press release. Customer shall not use, display or modify CLTFITLIFE’s trademarks in any manner without the prior written consent of CLTFITLIFE.
  3. Privacy and Compliance

From the date that the Business Listing information begins to be displayed, through the expiration or termination of the Agreement or applicable S.O., Customer shall have a privacy policy in place governing Customer’s use of end users’ personal information that meets or exceeds any applicable laws, rules and regulations governing the use of such information. Both parties shall ensure that any collection, use and disclosure of information obtained pursuant to the related S.O. comply with all applicable laws, regulations and privacy policies, including all of the requirements the CAN-SPAM Act. Customer agrees not to send any unsolicited, commercial email or other online communication (e.g., “spam”) through to CLTFITLIFE users and shall comply with all applicable CLTFITLIFE policies regarding bulk mail. If applicable, for the purposes of any email or advertising placements, Customer designates CLTFITLIFE as the sender for compliance with the CAN-SPAM Act. This section shall survive the completion, expiration, termination or cancellation of this S.O. for a period of five (5) years.

  1. Payment Terms and Calculations

Where Customer purchases a Business Listing subscription, Customer acknowledges and agrees that this is on the basis of a recurring payment, and that payments shall be made to CLTFITLIFE by the method selected by Customer at the recurring intervals until the subscription for Business Listings is terminated by Customer or CLTFITLIFE in accordance with this Agreement. Customer agrees that the same method of payment must be used for all business services (including but not limited to CLTFITLIFE Instant Booking) purchased by Customer under the same account, unless otherwise notified by CLTFITLIFE. Accordingly, if Customer makes a change to its selected payment method for Business Listings, this will effect a change to the payment method for all other services. Customer’s authorization to debit its bank account, charge its credit card or make any other valid form of payment for Business Listing subscription fees will create an authorization for the same method of payment for all other services ordered under the same account. Customer shall be charged for the Business Listing from the Effective Date. Customer shall pay CLTFITLIFE upfront or in regular installments (as applicable) for – display of Business Listing information. If CLTFITLIFE agrees to receive payment by monthly or quarterly installments, Customer must pay CLTFITLIFE every month or quarter, as applicable, in advance. In addition to any other rights, CLTFITLIFE may immediately remove Customer’s Business Listing information in the event that it detects some form of misuse within such time period. All sums payable by Customer to CLTFITLIFE under this Agreement are exclusive of any sales tax, indirect or other taxes chargeable on any supply to which those sums relate (except for VAT, which may be billed in Customer’s invoice). Business Listings will be renewed automatically at the end of a Subscription Term for a subsequent Subscription Term of equal length at the then-current standard rates. The applicable fees will be charged to the payment method on file unless otherwise notified of a cancellation in writing. Although CLTFITLIFE may choose to send a reminder email prior to charging a Customer for a renewal fee, CLTFITLIFE is not responsible for notifying a Customer of this automated renewal. If You miss any payment owed to CLTFITLIFE or if a credit card is expired or otherwise fails to authorize, the Business Listings service may be discontinued without notice. Rates for Business Listings are calculated based on multiple factors including, but not limited to, the number of listings, social media sharing, guest blog posts, and other marketing and PR services.

  1. Effective Date, Cancellation, Switching and Add-Ons

7.1 Effective Date: Unless CLTFITLIFE notifies the Customer otherwise, this Agreement is effective upon the Effective Date.

7.2 Cancellation: A Customer may cancel its Business Listing subscription, thereby terminating this Agreement, solely in accordance with the following cancellation policies:

  1. a) Subscription Terms If a Customer requests the cancellation of this type of Business Listing subscription at any time during the first fourteen (14) days of the first Subscription Term (or of any subsequent Subscription Term, if the subscription is renewed), the cancellation will take effect immediately and the Customer will be entitled to a prorated refund of the pre-paid Business Listing fee, in respect of the unused portion of the subscription, unless the Subscription Term is one month, in which case Customer shall not be entitled to a prorated refund.
    If a Customer requests cancellation at any time after the first fourteen (14) days of the first Subscription Term (or of any subsequent Subscription Term, if the subscription is renewed), the cancellation will take effect on the first day after the end of the current Subscription Term and the Customer will be not be entitled to any refund of fees paid.

UPON TERMINATION OF THIS AGREEMENT, CUSTOMER’S SOLE REMEDY WILL BE A REFUND OF PRE-PAID FEES (IF APPLICABLE) UNDER THE TERMS OF THE ABOVE CANCELLATION POLICIES. NEITHER CLTFITLIFE NOR ANY OF ITS AFFILIATES WILL HAVE ANY OTHER LIABILITY OF ANY NATURE TO THE CUSTOMER, OR ANY OTHER THIRD-PARTIES, IN RESPECT OF TERMINATION.

7.3 Switching: If permitted by CLTFITLIFE, a Customer may switch from one type of Subscription Term to another. If such switch is permitted, the relevant changes to payment terms, renewal dates and the applicable cancellation policy will come into effect on the next payment date, as applicable.

7.4 Add-ons: if Customer purchases an Add-on, it shall expire, renew and be cancelable on the same terms as the Business Listing subscription to which it relates.

  1. Liability, Warranty & Indemnity
  2. a) CLTFITLIFE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON THE CLTFITLIFE SITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF THE CLTFITLIFE SITE. CLTFITLIFE DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY OTHER LOSS, INJURY, COST OR DAMAGE SUFFERED BY CUSTOMER OR ANY THIRD PARTY AND SHALL IN NO EVENT BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT. IN NO EVENT SHALL CLTFITLIFE OR ANY OF ITS AFFILIATES BE LIABLE TO CUSTOMER FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY CLTFITLIFE FROM CUSTOMER FOR THE SPECIFIC BUSINESS LISTING INFORMATION AT ISSUE.
  3. b) Customer agrees to defend, indemnify and hold harmless CLTFITLIFE and each of CLTFITLIFE’s agents, customers, subcontractors and affiliates, and the officers, directors, and employees of any of the foregoing, from, against and in respect of any and all losses, costs, (including reasonable attorney’s fees) expenses, damages, assessments, or judgments (collectively, “Liabilities”), resulting from any claim against any such parties in connection with Customer’s advertisement, except to the extent that such claims directly resulted from the gross negligence or willful misconduct of CLTFITLIFE.
  4. Jurisdiction & Venue

This Agreement is governed by the laws of the North Carolina, USA. Customer consents to the exclusive jurisdiction and venue of courts of Charlotte, North Carolina, for all disputes related to the subject matter hereof.

  1. General Provisions

No joint venture, partnership, employment, or agency relationship exists between Customer and CLTFITLIFE. CLTFITLIFE will not be deemed to have waived or modified any of these terms and conditions except in writing signed by its duly authorized representative. Customer may not assign its rights hereunder to any third party unless CLTFITLIFE expressly consents to such assignment in writing, not to be unreasonably withheld. Modifications to the originally submitted S.O. will not be binding unless signed by both parties. If any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions will remain valid and enforceable, and the unenforceable provisions will be deemed modified to the extent necessary to make them enforceable. This Agreement will be deemed to be controlling over all other writings or agreements of any kind between the parties covering the Business Listings subject matter of this IO. All notices to CLTFITLIFE relating to any legal claims or matters must be made in writing to CLTFITLIFE, attn: General Counsel, 8217 Forest Shadow Cir, Cornelius, NC 28031 USA. Each Party expressly undertakes to retain in confidence and to require its agents and contractors to retain in confidence all information and know-how transmitted to such Party that the disclosing Party has identified as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential. All terms and conditions of this Agreement will be considered confidential and will not be disclosed (except to both Party’s attorneys and accountants on a need-to-know basis) without the prior written consent of the other Party. The Parties acknowledge and agree that CLTFITLIFE may archive an electronic copy of the fully executed Agreement. Except as specifically provided herein, this Agreement constitutes the entire understanding between the parties and supersedes any and all prior understandings and/or agreements between the parties with respect to the subject matter regarding Business Listings. CLTFITLIFE may amend this Agreement at any time, by giving Customer notification of the amendments in writing or via email. Unless otherwise stated in the notification or unless Customer cancels its Business Listing subscription (as permitted by this Agreement or the notification), any amendments shall be automatically effective thirty (30) days after they are notified to Customer.