listing agreement

the following describes the terms on which italian american showcase (ias) offers you access to our services.

welcome to the user agreement (the "agreement" or "listing agreement") for ias. if you do not agree to be bound by the terms and conditions of this agreement, do not use or access our services.

you must read, agree with and accept all of the terms and conditions contained in this listing agreement and the privacy policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may list information on ias. we may amend this agreement at any time by posting the amended terms on the site. al amended terms shall automatically be effective 30 days after they are initially posted on the site.

1. membership eligibility.
our services are available only to, and may only be used by individuals and businesses who can form legally binding contracts under applicable law. without limiting the foregoing, our services are not available to children (persons under the age of 18). if you are registering as a business entity, you represent that you have the authority to bind the entity to this agreement.

2. your information.
2.1 definition. "your information" is defined as any information you provide to us or other users in the registration, business listing area or through any email feature. you are solely responsible for your information, and we act as a passive conduit for your online distribution and publication of your information.
2.2 restricted activities. your information and your activities on the site shall not: (a) be false, inaccurate or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) be obscene or contain child pornography; (g) contain any viruses, trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) create liability for us or cause us to lose (in whole or in part) the services of our isps or other suppliers; and (i) could cause us to violate any applicable law, statute, ordinance or regulation.
2.3 license. solely to enable ias to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in your information, in any media now known or not currently known, with respect to your information. ias will only use your information in accordance with our privacy policy.

3 breach.
without limiting other remedies, we may limit your activity, immediately remove your information, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if: (a) you breach this agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.

4. privacy.
we do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent and we only use your information as described in the privacy policy. we view protection of users' privacy as a very important community principle. we understand clearly that you and your information is one of our most important assets. we store and process your information on computers located in the united states that are protected by physical as well as technological security devices. our current privacy policy is available at [link to privacy policy]. if you object to your information being transferred or used in this way please do not use our services.

5. no warranty.
we, our officers, directors, employees and our suppliers provide our web site and services "as is" and without any warranty or condition, express, implied or statutory. we, our officers, directors, employees and our suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. this warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.

6. liability limit.
in no event shall we, our officers, directors, employees or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or this agreement (however arising, including negligence).

our liability, and the liability of our subsidiaries, officers, directors, employees, and suppliers, to you or any third parties in any circumstance is limited to the greater of (a) the amount of fees you pay to us in the 12 months prior to the action giving rise to liability, and (b) $100. some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

7. indemnity.
you agree to indemnify and hold us and our affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

8. legal compliance.
you shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service.

9. no agency.
you and ias are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this agreement.

10. general.
this agreement shall be governed in all respects by the laws of the state of ohio as such laws are applied to agreements entered into and to be performed entirely within ohio between ohio residents. we do not guarantee continuous, uninterrupted or secure access to our services, and operation of the site may be interfered with by numerous factors outside of our control. if any provision of this agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. you agree that this agreement and all incorporated agreements may be automatically assigned by ias in accordance with section 16 "notices", in our sole discretion, headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. this agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.