1. Description of Service
In accordance with these Farm Transfer Network of New England Provider Listing Terms and Conditions (referred to as the “Agreement” or “S.O.”), The Farm Transfer Network of New England, (“FTTNE”) shall display on the FTTNE 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, the company’s address, and a link to the company’s email address, from the Effective Date and approved until terminated by either party in accordance with this Agreement (the “Term”). FTTNE makes no guarantees as to the effectiveness of creating a Provider Listing.
FTTNE Provider Listings is a free product that helps the New England community to reach your company by providing localized contact details such as addresses, websites and email addresses. It is a powerful tool to help businesses market to consumers and spread the word about their resources.
“Provider Listing” shall be defined as a listing which includes one or more of the following listed on the FTNNE Site:
- a link to an official URL for the company,
- a phone number,
- the address, and
- a link to the contact person’s email address.
“Provider Listings Order” means the record generated by FTNNE and displayed on the website to the Public.
“Customer” or “You” means the submitting entity (together with any affiliates or subsidiaries, if applicable) as listed in the Provider Listings Order.
“Effective Date” means the date that the Provider Listing is initially displayed on the FTNNE Site and as recorded in the Provider Listings Order (unless otherwise agreed between the parties).
“FTNNE Site” means farmtransfernewengland.net and all active country code TLD extensions (eg. .co.uk).
3. Sales Order Rules
4. Provider Listings
FTTNE reserves the right, without liability, to reject, remove and/or cancel any information in the Provider Listings that contain content or links which do not meet FTTNE’s specifications, at FTTNE’s sole discretion. FTTNE’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 TripAdvsor specifications. However, in cases which involve fraudulent activity of any type, or inappropriate or malicious content, no refunds will be provided. FTTNE may redesign the FTTNE Site at its sole discretion at any time. Customer agrees to the following:
- Customer hereby grants FTTNE and its affiliates the right to display Provider Listing information on the FTTNE Site, and any other FTTNE Media Group branded Web sites, partner web sites, and emails that are related to the FTTNE Media Group, as defined at http://farmtransfernewengland.net/about/. Failure by FTTNE to publish any Provider Listing information does not constitute a breach of contract or otherwise entitle Customer to any legal remedy.
- Customer’s failure to comply with all applicable requirements of this Agreement may delay or prevent the display of the Provider Listing and shall give FTTNE the right to immediately terminate the applicable Agreement;
- Customer shall be solely responsible for the content provided to FTTNE for the Provider Listing (including but not limited to a promotion or offer) and any web site linked to from such information, and Customer shall indemnify FTTNE 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 FTTNE 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 property 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.
- Public Announcements. Customer hereby grants FTTNE permission to publicize the fact that it is a Provider Listing customer of FTTNE in a press release. Customer shall not use, display or modify FTTNE’s trademarks in any manner without the prior written consent of FTTNE.
5. Privacy and Compliance
6. Effective Date, Cancellation, Switching and Add-Ons
6.1 Effective Date
Unless FTTNE notifies the Customer otherwise, this Agreement is effective upon the Effective Date.
A Customer may cancel its Provider Listing subscription, thereby terminating this Agreement, solely in accordance with the following cancellation policies:
- Subscription Terms of 6 months or less: If a Customer requests the cancellation of this type of Provider 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 Provider 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.
- Subscription Terms of more than 6 months: If a Customer requests the cancellation of this type of Provider Listing subscription at any time during the first thirty (30) 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 for that Subscription Term, in respect of the unused portion of the subscription, unless Customer pays in monthly installments, in which case Customer shall not be entitled to a prorated refund in respect of the monthly billing period during which cancellation is requested.If a Customer requests cancellation at any time after the first thirty (30) 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 liable for payment of Provider Listing fee for that Subscription Term.
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 FTTNE 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.
If permitted by FTTNE, 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. Liability, Warranty & Indemnity
- FTTNE 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 FTTNE SITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF THE FTTNE SITE. FTTNE 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 FTTNE OR ANY OF ITS AFFILIATES BE LIABLE TO CUSTOMER FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY FTTNE FROM CUSTOMER FOR THE SPECIFIC Provider Listing INFORMATION AT ISSUE.
- Customer agrees to defend, indemnify and hold harmless FTTNE and each of FTTNE’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 FTTNE.
8. Jurisdiction & Venue
This Agreement is governed by the laws of the State of New Hampshire, without regard to any conflict of law rule which would refer jurisdiction to another forum. You agree that the federal and state courts of New Hampshire will have exclusive jurisdiction and venue to hear and decide any claim or dispute relating in any way to your use of this Agreement, and you agree and expressly consent to the exercise of personal jurisdiction and venue in the federal and state courts of New Hampshire in connection with all such disputes.
9. General Provisions
No joint venture, partnership, employment, or agency relationship exists between Customer and FTTNE. FTTNE 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 FTTNE 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 Provider Listings subject matter of this IO. All notices to FTTNE relating to any legal claims or matters must be made in writing to FTTNE, attn: FTNNE General Council, 39 Central Square, Suite 306, Keene, NH, 03431. 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 FTTNE 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 Provider Listings. FTTNE 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 Provider 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.
Revised: October 1, 2016