NewYork-YP.com (hereafter NYYP) Universal Terms & Conditions

This Universal Terms of Service for NYYP's web-site and Services Agreement ("Agreement") is by and between NYYP ("NYYP") and you, your heirs, agents, successors, business associates and assigns ("You"), and is made effective as of the date of its electronic execution. This Agreement sets forth the terms and conditions of Your use of NYYP's web-site ("Software") and services ("Services") and explains NYYP's obligations to You and Your obligations to NYYP in relation to the Software and Services You purchase or promotions that may be offered to You.

This Agreement as well as any additional NYYP policies, together with all modifications thereto, constitute the complete and exclusive agreement between You and NYYP concerning your use of NYYP's Software and Services, and supersede and govern all prior proposals, agreements, or other communications. All NYYP's policies and agreements specific to particular Software and Service are incorporated herein and made part of this Agreement by reference. By purchasing NYYP's Software or Services, You acknowledge that You have read, understood, and agree to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which NYYP may establish from time to time, and any agreements that NYYP is currently bound by or will be bound by in the future. You may view the latest versions of these Agreements here.

In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You've established with NYYP, whether or not the transactions were in Your behalf. You understand that NYYP, in any representation of self (be it acrimoniously or referenced in its complete URL/web site name) through any web-page (virtual) or alternate communications (tangible/printed material) has neither affiliation with any hardcopy (printed) business directory nor any telephone-carrier service-provider.

GENERAL TERMS APPLICABLE TO ALL SOFTWARE AND SERVICES

1. TERM OF AGREEMENT; MODIFICATIONS & RENEWALS.

You agree that NYYP may modify this Agreement and the Services from time to time. You agree to be bound by any changes NYYP may reasonably make to this Agreement when such changes are made. You understand that NYYP reserves the right to alter or rename its domain name without any prior notification to You, whilst preserving a reasonable representation of services defined in the contractual arrangement between You and NYYP.

In the event You terminate Your usage, NYYP will not refund any amounts You have paid nor does this absolve you repsonsibility on any unpaid debts. You agree that NYYP shall not be bound by any representations made by third parties who You may use to purchase Services from NYYP, and that any statement of a general nature, which may be posted on NYYP's web site or contained in NYYP's promotional materials, will not bind NYYP. NYYP may, at times, offer certain promotions with different charges and features.

2. ACCURATE INFORMATION.

You agree to maintain accurate information by providing updates to your listing with NYYP, as needed, while You are using NYYP's Services. You may do-so by contacting us in writing, email, phone or, more effectively, by initiating updates to your listing online, through a unique ID/PIN assigned to you

You agree that NYYP may use and rely on any such information provided by You for all purposes in connection with Your Services, subject to NYYP's Privacy Policy .You agree that NYYP may extract a graphical representation off your website (i.e. buisness logo) and place it next to your listing on NYYP's site. If You provide any information that is inaccurate, not current, false, misleading or incomplete, or if NYYP has reasonable grounds to suspect that the information you provide is inaccurate, not current, false, misleading or incomplete, NYYP has the absolute right, in its sole discretion, to suspend your account. A suspension of Your account does not absolve you of any potential financial remuneration you may be indebted to NYYP as prescribed in any current contract .

3. PRIVACY.

While NYYP maintains records of visitors to its website and the listings contained within, the collection of data is proprietary and used purely for demographic statistics and tracking IP addresses of its contracted clients. NYYP does not disclose personal information about visitors to its sight(s). Clients' personal contact information in the formation of any contracts is strictly kept "in-house" (unless third intervention is required for the remedying of unpaid balances)

4. ACCOUNT SECURITY.

You agree You are entirely responsible for maintaining the confidentiality of Your customer ID/PIN, (collectively, the "Account Access Information"). For security purposes, NYYP recommends that You change Your password/PIN every six (6) months, for every NYYP account, subject to NYYP's password and PIN guidelines. You agree You are entirely responsible for any and all activities that occur under Your account. You agree to notify NYYP immediately of any unauthorized use of Your account or any other breach of security. You agree NYYP will not be liable for any loss that You may incur as a result of someone else using Your Account Access Information, either with or without Your knowledge. You further agree You could be held liable for losses incurred by NYYP or another party due to someone else using Your Account Access Information. You should keep Account Access Information in a secure location and take precautions to prevent others from gaining access to Your Account Access Information. You agree that You will be responsible for all activity in Your account, whether initiated by You, or by others on Your behalf, or by any other means. NYYP specifically disclaims liability for any activity in Your account, whether authorized by You or not.

5. NO UNLAWFUL CONDUCT OR IMPROPER USE.

As a condition of Your use of NYYP's Software and Services, You agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and You agree to comply with any applicable local, state, federal and international laws, government rules or requirements. You agree You will not be entitled to a refund of any fees paid to NYYP if, for any reason, NYYP takes corrective action with respect to Your improper or illegal use of its Services.

NYYP reserves the right at all times to disclose any information as NYYP deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in NYYP's sole discretion.

If You have purchased Services, NYYP has no obligation to monitor Your use of the Services. NYYP reserves the right to review Your use of the Services and to cancel the Services in its sole discretion. NYYP reserves the right to terminate Your access to the Services at any time, without notice, for any reason whatsoever.

NYYP reserves the right to terminate Services if Your usage of the Services results in, or is the subject of, legal action or threatened legal action, against NYYP or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit.

Except as set forth below, NYYP may also cancel Your use of the Services, after thirty (30) days, if You are using the Services, as determined by NYYP in its sole discretion, in association with spam or morally objectionable activities. Morally objectionable activities will include, but not be limited to:

* activities designed to defame, embarrass, harm, abuse, threaten, slander or harass NYYP or any third parties;
* activities prohibited by the laws of the United States and/or foreign territories in which You conduct business;
* activities designed to encourage unlawful behaviour by others, such as hate crimes, terrorism and child pornography;
* activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable;
* activities designed to impersonate the identity of a third party;
* illegal access to other computers or networks (i.e., hacking);
* distribution of Internet viruses or similar destructive activities;
* activities designed to harm or use unethically minors in any way; and
* activities associated with the sale or distribution of prescription medication without a valid prescription.

6. NO SPAM; LIQUIDATED DAMAGES.

You agree NYYP may immediately terminate any account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated then You agree to pay NYYP liquidated damages of $2 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with Your account, otherwise You agree to pay NYYP's actual damages. You acknowledge You have read and understand and agree to be bound by the terms and conditions of NYYP's Anti-Spam Policy, available here . Such terms and conditions are applicable to the use of all NYYP's web-site and Services and are incorporated herein.

7. INTELLECTUAL PROPERTY.

You agree that NYYP or its licensor holds all rights, title and interest in all Software and Services and all intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You and You agree to make no claim of interest in any such Services or Software.

You understand and agree that all content and materials contained in this Agreement, other policies, the NYYP web site, and any affiliated web sites, are protected by the various copyright, patent, trademark, service-mark and trade-secret laws of the United States, as well as any other applicable proprietary rights and laws, and that NYYP or its licensor expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of NYYP or its licensor. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement.

8. USE OF NYYP SOFTWARE OR SERVICES.

If You have licensed software or services from NYYP, NYYP grants You a limited, non-exclusive, non-transferable and non-assignable license to use the software for such purposes as are ordinary and customary. You are free to use the software on any computer, but not on two (2) or more computers at one time.

You agree to not alter or modify the Software. You agree You are not authorized to combine the Software with any other software program, create derivative works based upon the Software, nor are You authorized to integrate any plug-in or enhancement which uses or relies upon the Software. You further agree not to reverse engineer, decompile or otherwise attempt to uncover the source code.

As consideration for the Software or Services purchased by You and provided to You by NYYP, You agree to pay NYYP within three (3) business days from the time You order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your Services are suspended, terminated, or transferred prior to the end of the Services term. NYYP expressly reserves the right to modify pricing through email notification and/or notice on its web site. Payment may be made by You by providing (where and when these payment methods are availed to you) either a valid credit card, an online check, a personal check except as prohibited in any product specific agreement, including but not limited to Auctions Membership, Discount Domain Club, Domain Buy Service, Domain Name Back Ordering, Domain Name Monitoring, Power Content Plans, Investor's Edge and Cash Parking, or using NYYP's prepaid service Good as Gold, ( Prepaid Services ) to establish a cash reserve for charge by NYYP (collectively, the "Payment Method"). Your Prepaid Services account may be funded by a money order or a personal check under as further described, below. You agree to keep Your Payment Method with NYYP on-file current and valid if You have any outstanding balances in Your account.

If for any reason NYYP is unable to charge Your Payment Method for the full amount owed NYYP for the Services provided, or if NYYP is charged a penalty for any fee it previously charged to Your Payment Method, You agree that NYYP may pursue all available remedies in order to procure payment. If You pay by credit card and if for any reason NYYP is unable to charge Your credit card with the full amount of the Services provided, or if NYYP is charged back for any fee it previously charged to the credit card You provided, You agree that NYYP may pursue all available remedies in order to obtain payment. You agree that among the remedies NYYP may pursue in order to effect payment, shall include but will not be limited to, immediate suspension or cancellation without notice to You, any listing/advertising or Services registered or renewed on Your behalf. NYYP reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Services, including additional costs that it may incur in providing the Services and pass along to You. These include, but are not limited to customer-service issues, accounting and technical support fees, (be it in-house or tertiary parties) as well as disputes that require legal services.

While all transactions are processed in US dollars, NYYP may provide an estimated conversion price to currencies other than US dollars. You acknowledge and agree that the pricing as @ the date displayed during the contract agreement (at the top of this Agreement web-page) is an estimate. Due to potential slight time delays between actual purchase and the payment settlement, the actual price charged may fluctuate. NYYP makes no representations or warranties that the estimated price will be the same or substantially similar to the actual price You will pay and You waive any and all claims based upon any discrepancy between the estimate and the actual price and the price paid and any subsequent refund.

9. REPRESENTATIONS AND WARRANTIES.

You, or the individuals who electronically execute this Agreement on behalf of You hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that You are 18 years of age or older, or that You have an agent authorized by law to represent You who is 18 years of age or older who is entering into this Agreement on Your behalf. You warrant that each action You make is being done so in good faith and that You have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party's trademark or trade name.

10. LIMITATION OF LIABILITY .

IN NO EVENT SHALL NYYP BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLDUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES RESTRICTING YOUR ABILITY TO USE THE SOFTWARE OR SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF NYYP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some states may not allow such a broad exclusion or limitation on liability for damages as contained herein. In such states, NYYP's liability is limited to the full extent permitted by law. You agree that in no event shall NYYP's maximum aggregate liability exceed the total amount paid by You for the particular Software or Service in dispute purchased from NYYP.

11. DISCLAIMER OF WARRANTIES

NYYP EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SUCH SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NYYP MAKES NO WARRANTY THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. NYYP DOES NOT WARRANT, NOR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR RESULTS OF, ANY OF THE SERVICES IT PROVIDES, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, IN WHICH EVENT THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.

12. INDEMNIFICATION.

You agree to defend, indemnify and hold harmless NYYP and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand related to Your (including Your agents affiliates, or anyone using Your account, software or services with NYYP whether or not on Your behalf, and whether or not with Your permission) use of the Software or Services You purchased from NYYP or Your breach of this Agreement or incorporated agreements and policies. In addition, You agree to indemnify and hold NYYP harmless from any loss, liability, damages or expense, including reasonable attorneys' fees, arising out of any breach of any representation or warranty provided herein, any negligence or wilful misconduct by You, or any allegation that Your account infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets. This indemnification is in addition to any indemnification required of You elsewhere. Should NYYP be notified of a pending law suit, or receive notice of the filing of a law suit, NYYP may seek a written confirmation from You concerning Your obligation to indemnify NYYP. Your failure to provide such a confirmation may be considered a breach of this Agreement. You agree that NYYP shall have the right to participate in the defence of any such claim through counsel of its own choosing. You agree to notify NYYP of any such claim promptly in writing and to allow NYYP to control the proceedings. You agree to cooperate fully with NYYP during such proceedings. You agree You will not be entitled to a refund of any fees paid to NYYP if, for any reason, NYYP takes corrective action with respect to Your improper or illegal use of its Services. You also agree that if NYYP is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding a Site Analytics account of Yours with NYYP, NYYP, in its sole discretion, may take whatever action NYYP deems necessary regarding further modification, assignment of and/or control of your account to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.

13. WAIVER OF TRIAL BY JURY.

You agree to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this Agreement.

14. NOTICES.

You agree that all notices (except for notices concerning breach of this Agreement) from NYYP to You may be posted on our Web site. Notices concerning breach will be sent either to the email or postal address You have on file with NYYP. In either case, delivery shall be deemed to have been made five (5) days after the date sent.

Notices from You to NYYP shall be made either by email, sent to the address provided on the NYYP web site, or first class mail to one of NYYP's business offices. Notices of request by You to NYYP for cancellation of services NYYP has provided as a result of You purchasing our survices must be made in writing by registered postal mail or by contacting NYYP customer service via telephone. In the latter case, it is your responibility to request a cancellation number and keep it for your records.

15. HEADINGS.

The headings in the Agreement are descriptive only and in the event of a conflict between a heading and the underlying terms of this Agreement, the terms of this Agreement shall control.

16. ENTIRE AGREEMENT.

You agree that this Agreement including the policies and agreements it refers to, constitute the complete and only Agreement between You and NYYP regarding the Services contemplated herein.

17. RATES & FEES

Rates as they relate to the electronic execution of any contract(s) between NYYP and You are covered herin this section. If You have purchased Services or Software from NYYP, you may cancel said service within three (3) business days from your order date. To this end, contact NYYP's customer service division (refer to "Contact Us" tab on our site). NYYP will issue you a cancellation number which you should keep for your records.

The term of this Agreement shall continue and re-new at the same rate and for the same duration as prescribed in the previous contractual arrangement (effective as at the maturity of the previous contract) and for the same rate, unless otherwise indicated to You by NYYP (in writing through the US Postal Service or e-mail).
Clients opting to not renew must advise us within six months prior the previous contract's maturity. For sake of reference, we recommended that You hard-copy print this Terms & Conditions web-page (for your records) as NYYP reserves the right to alter its rates without prior notice. All NYYP's web-pages contain the current date and time, contextually beneficial pertainable to any contractual electronic historical reference.

Current rate as @ the date shown above on this web-page is: $US 479.99 (per annum). You agree to a 2% monthly interest fee for unpaid balances. Accounts in arrears & requiring additional efforts by NYYP and/or third-party agencies, in order to secure your financial obligation to us, will levy additional administrative fees which You agree to honour along with any outstanding balance owed by You and is payable, in full, upon receipt of your latest billing statement.

18. SEVERABILITY.

You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.

19. WAIVER.

The failure of NYYP to enforce any of the provisions within this Agreement or its incorporated agreements and policies against You or others shall not be construed to be a waiver of the right of NYYP thereafter to enforce such provisions.

20. FORCE-MAJEURE.

NYYP will make every effort to keep its web site and Services operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions. You agree not to hold NYYP liable for any of the consequences of such interruptions.

21. NO THIRD-PARTY BENEFICIARIES.

Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

22. SURVIVAL.

Sections 1, 7, 10, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22 shall survive any termination or cancellation of this Agreement.



Revised: 8/27/2009 Copyright 2009 NYYP, Inc. All Rights Reserved.