SyracuseBusiness.com Online Directory Terms of Service

1.0 ACKNOWLEDGMENT AND ACCEPTANCE OF SERVICE AGREEMENT

1.1 The SyracuseBusiness.com Directory ("SyracuseBusiness.com Directory " or the "Service"), owned and operated by SyracuseBuisness.com. ("SyracuseBuisness.com"), is provided to you ("you" or "Applicant") under the terms and conditions of this SyracuseBusiness.com Service Agreement (the "Agreement").

1.2 BY COMPLETING THE SERVICE REGISTRATION FORM AND CLICKING THE "I ACCEPT" BUTTON, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, THAT YOU AGREE TO PROVIDE TRUE AND ACCURATE INFORMATION AS PROMPTED BY THE REGISTRATION FORM, AND THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT.

1.3 SyracuseBusiness.com reserves the right, in its sole discretion, to change, modify, add, or remove all or part of the Agreement at any time with or without notice. Please refer back to this Agreement often.

2.0 DESCRIPTION OF SYRACUSEBUSINESS.COM DIRECTORY SUBMIT SERVICE

2.1 SyracuseBusiness.com Directory is a fee-based service that allows you to pay for expedited consideration of your web site for possible inclusion in SyracuseBusiness.com's directory of web sites (the "Directory"). Inclusion in the Directory is not guaranteed. Subject to the terms below, and in SyracuseBusiness.com's sole discretion, if your web site is accepted for inclusion in the Directory through SyracuseBusiness.com, then your web site's continued inclusion in the Directory will be subject to an additional review each year and to the applicable, then-current NON-REFUNDABLE recurring annual fee ("Recurring Annual Fee"). You may choose to submit your site for consideration through SyracuseBusiness.com's free Directory Listing Service. Note: due to the number of free suggestions received, SyracuseBusiness.com cannot guarantee a response within a particular time period. When you submit through SyracuseBusiness.com Directory, SyracuseBusiness.com's directory team will review your site for compliance with minimum site criteria (see section 3.0 below) and respond to your request for inclusion in the Directory on an expedited basis. In consideration of your payment and participation in SyracuseBusiness.com Directory in accordance with this Agreement, SyracuseBusiness.com agrees that its directory team will review you site for possible inclusion in the Directory, and respond to you within seven (7) business days from the date that you submit your site for consideration (excluding holiday periods observed by SyracuseBusiness.com and any delays due to problems processing your request). Response times are measured on SyracuseBusiness.com's mail servers.

2.2 In order for SyracuseBusiness.com to consider your site for inclusion in the Directory, you must successfully register with the website, submit a listing, and provide payment through an authorized retailer of our services. You agree that your credit card will be charged the then-current, applicable NON-REFUNDABLE fee for expedited review and response. If your site is included, you agree that each year, your site will be subject to an additional review for minimum site criteria and your credit card will be charged the then-current Annual Fee. SyracuseBusiness.com reserves the right to remove your site from the Directory for any reason, in our sole discretion, including but not limited to failure to meet the minimum criteria in section 3.0 below.

2.3 If your site offers services on a subscription basis, you must provide SyracuseBusiness.com a trial password or subscription ID as part of the registration form. The password/subscription ID will be used by SyracuseBusiness.com solely as part of its evaluation of whether your site meets and maintains the minimum site criteria explained below.

2.4 The current fee schedule for SyracuseBusiness.com Directory is located here. Listing fees are applicable for each web site submitted that does not include adult content and/or services. Your payment will be processed once your site has been approved. If your web site is accepted for inclusion in the SyracuseBusiness.com Directory, then your web site's continued inclusion in the Directory will be subject to an additional annual review for compliance with the minimum site criteria, and you agree that you will continue to pay a Recurring Annual Fee to maintain your directory listing. Subject to Section 1.3 above, the current Recurring Annual Fee is listed here. If SyracuseBusiness.com is unable to successfully process your future payments, your site will be removed. IT IS THE APPLICANT'S RESPONSBILITY TO KEEP THEIR PAYMENT INFORMATION CURRENT.

2.5 NOTHING IN THIS AGREEMENT OBLIGATES SYRACUSEBUSINESS.COM TO LIST, LINK TO, ACCEPT OR OTHERWISE HOST YOUR SITE ANYWHERE ON SYRACUSEBUSINESS.COM OR IN THE DIRECTORY. IN ADDITION, IF YOUR SITE IS ACCEPTED, NOTHING IN THIS AGREEMENT OBLIGATES SYRACUSEBUSINESS.COM TO PLACE YOUR SITE WITHIN A SPECIFIC CATEGORY OR SUBCATEGORY OF THE DIRECTORY, OR TO PROVIDE ANY COMMENTS OR ANNOTATIONS WITH THE LISTING OF YOUR SITE.

2.6 Please note that SyracuseBusiness.com Directory is only open to sites that DO NOT ALREADY EXIST in the Directory. Do not submit your site to the SyracuseBusiness.com Directory program if your site already appears in the Directory. IF YOU SUBMIT A SITE THAT ALREADY EXISTS IN THE DIRECTORY THROUGH SYRACUSEBUSINESS.COM DIRECTORY SUBMIT, YOUR CREDIT CARD WILL BE CHARGED THE THEN- CURRENT, APPLICABLE FEE FOR EXPEDITED REVIEW. Nor should you submit change requests to the SyracuseBusiness.com Directory program. If you need to make a change to your listing, please login to your account or contact us if you don't know how to do so.

2.7 YOUR REPRESENTATIONS REGARDING YOUR SITE

You represent and warrant that the site you are submitting for consideration does not and will not infringe the rights of any third party, including without limitation any Intellectual Property Rights, rights of publicity, rights of personality, rights of privacy, rights to payment of royalties, or any other rights of third parties not specifically identified in this Section. Further, you warrant and represent that all aspects of the site submitted for consideration comply with all applicable laws and regulations.

3.0 MINIMUM SITE CRITERIA

3.1 All web sites submitted to SyracuseBusiness.com Directory must meet the following minimum criteria:

• If the site is a commercial web site, the official business name must be visible to any visitor to that site;
• The site must clearly define its purpose, products, and/or services;
• The site may not appear in the Directory under a different URL;
• If the site is applicable to a specific geographic region, the address must be visible to any visitor to that site;
• The site must not contain any parts under construction;
• All links on the site must function properly;
• The site must be in the English language (or have an English version available);
• The site must support multiple browsers and capabilities (e.g., no Java- only);
• The site must be up and running 24 hours a day, 7 days a week;
• The site must not be dedicated to directing the user to another page;
• The page may not give the search engine different content than what the end-user sees.

THESE CRITERIA ARE MINIMUM REQUIREMENTS ONLY, AND SYRACUSEBUSINESS.COM, IN ITS SOLE DISCRETION, MAY CONSIDER OTHER CRITERIA BEFORE ACCEPTING, REJECTING, OR REMOVING A SITE.

4.0 SELECTION AND LISTING OF SITES

4.1 SyracuseBusiness.com reserves the right to decide whether, where, and how a site is listed in the Directory. If SyracuseBusiness.com accepts your site for inclusion in the Directory, SyracuseBusiness.com will consider your preferences, but reserves the right to list your site in any category or subcategory as SyracuseBusiness.com deems appropriate, in its sole discretion. SyracuseBusiness.com reserves the right not to include any specific keywords, comments, or annotations with the listing of a site in the Directory.

4.2 SyracuseBusiness.com also reserves the right, in its sole discretion, to remove your site from the Directory, move the listing to a different category or subcategory, and change or remove any keywords, comments, or annotations at any time, for any reason, including but not limited to, a change in the nature, business, goods, or services or content available on the site. Please note: SyracuseBusiness.com Directory does not accept listings for online gambling sites and prescription drug sites. Online gambling sites are those that have gambling as their central theme, including those that accept wagers or require payment in exchange for the chance to win prizes, as well as sites that offer both information and links related primarily to the promotion of online gambling. Prescription drug sites are those that sell prescription drug products, as well as sites that offer information or links related primarily to the sale of prescription drugs.

4.3 Any and all press releases and other public announcements related to your inclusion or possible inclusion in the Directory, including the method and timing of such announcements, must be approved in advance by SyracuseBusiness.com in writing. SyracuseBusiness.com reserves the right to withhold approval of any public announcement in its sole discretion.

5.0 FEEDBACK

5.1 SyracuseBusiness.com will contact Applicant by email describing whether the site has been accepted or rejected. If the site is rejected, Applicant is entitled to request one reconsideration, or appeal, of the site at no additional charge by sending an email to the address provided by SyracuseBusiness.com. SyracuseBusiness.com must receive the Applicant's email within thirty days from the date that SyracuseBusiness.com transmits the rejection email to the Applicant. If the request is timely received, SyracuseBusiness.com will again review the Applicant's site and will then notify Applicant of its final decision regarding including the site in the Directory. If SyracuseBusiness.com reaffirms its denial of the site, no further appeals or submissions will be considered.

5.2 If SyracuseBusiness.com accepts a suggested site, Applicant is entitled to request one reconsideration of the placement of the site, comment fields, title, etc, at no additional charge by sending an email to the address provided by SyracuseBusiness.com. SyracuseBusiness.com must receive the Applicant's email within thirty days from the date that SyracuseBusiness.com transmits the acceptance email to the Applicant. If a timely request is received, SyracuseBusiness.com will again review the Applicant's site and will then notify Applicant of its final decision regarding the site. Once a site is included in the Directory, if Applicant makes any substantial changes to the site, Applicant must comply with SyracuseBusiness.com's standard change process form to make any changes to the listing in the Directory.

6.0 TERMINATION

6.1 If you wish to terminate participation in the SyracuseBusiness.com Directory program, you must send a notice to SyracuseBusiness.com as set forth in Section 11, "Notices," below. Please state that you wish to terminate your site's inclusion in the SyracuseBusiness.com Directory and from SyracuseBusiness.com Directory. To avoid your credit card being billed for the Recurring Annual Fee, requests for termination must be received by SyracuseBusiness.com at least five (5) business days before the end of the year that you intend to be your last year of participation. The "end of the year" is defined as 365 days from the date that your web site was added to the SyracuseBusiness.com Directory as noted on the confirmation emailed to you at that time. Once SyracuseBusiness.com receives such notification from you, your participation in the SyracuseBusiness.com Directory program will cease, and your listing will be removed at the end of the year. If you request that your listing be removed before the end of a year for which you have pre-paid the Recurring Annual Fee, you agree that SyracuseBusiness.com will not be required to refund any portion of such fee.

7.0 APPLICANT PRIVACY

7.1 SyracuseBusiness.com maintains information about Applicant on SyracuseBusiness.com servers, including but not limited to Applicant's registration information. Applicant agrees that SyracuseBusiness.com may use such information in aggregate form for marketing or other promotional purposes. Applicant agrees that SyracuseBusiness.com may disclose such information in the good faith belief that such action is reasonably necessary: (a) to comply with the law or legal process; (b) to enforce this Agreement; or (c) to protect the rights or interests of SyracuseBusiness.com or others; provided, however, that nothing in this section shall impose a duty on SyracuseBusiness.com to make any such disclosures.

7.2 SyracuseBusiness.com may contact Applicant regarding SyracuseBusiness.com Directory using the Applicant's email address provided during the registration process (or as updated by Applicant). Such email messages may contain opportunities regarding special offers and new products from SyracuseBusiness.com's advertisers.

8.0 INDEMNITY

Applicant agrees to indemnify, defend and hold harmless SyracuseBusiness.com, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, for all losses and costs related to any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of Applicant's use of or listing in the Service, the acceptance or rejection of Applicant's suggested site, any alleged violation of this Agreement, or any alleged violation of any rights of others. SyracuseBusiness.com reserves the right, at its own expense, to assume the sole and exclusive defense and control of any matter subject to indemnification by Applicant, which shall not excuse Applicant's indemnity obligations.

9.0 DISCLAIMER OF WARRANTIES AND LIABILITIES

9.1 THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

9.2 SYRACUSEBUSINESS.COM, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL OR EQUITABLE THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF SYRACUSEBUSINESS.COM IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM APPLICANT'S USE OF OR INABILITY TO USE THIS SERVICE, SYRACUSEBUSINESS.COM'S ACCEPTANCE OR REJECTION OF A SUGGESTED SITE, OR SYRACUSEBUSINESS.COM'S CONTINUED LISTING OF A SITE IN THE DIRECTORY.

9.3 SYRACUSEBUSINESS.COM'S LIABILITY TO APPLICANT SHALL NOT, FOR ANY REASON, EXCEED THE AMOUNT ACTUALLY PAID BY APPLICANT TO SYRACUSEBUSINESS.COM UNDER THIS AGREEMENT.

10.0 FORCE MAJEURE

10.1 SyracuseBusiness.com is not liable for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of God, terrorism, or other causes beyond its reasonable control.

11.0 NOTICES

11.1 Any notices or communications under the Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to SyracuseBusiness.com, such notices shall be addressed to SyracuseBusiness.com at 4736 Onondaga Blvd #155, Syracuse, New York, 13219, USA. If to Applicant, such notices shall be addressed to the electronic or mailing address specified in Applicant's Service registration form, or such other address as either party may give the other by notice as provided in this Section. It is the Applicant's responsibility to provide an accurate address and to ensure that SyracuseBusiness.com is notified of any changes to Applicant's address as specified in this Section.

12.0 ENTIRE AGREEMENT

12.1 This Agreement constitutes the entire agreement between the parties with respect to the Service and supersedes all previous or contemporaneous proposals, both oral and written, representations, writings and all other communications between the parties with respect to such subject matter, excluding the SyracuseBusiness.com Terms of Service and the SyracuseBusiness.com Privacy Policy.

13.0 GENERAL

13.1 The Agreement and the relationship between Applicant and SyracuseBusiness.com are governed by the laws of the state of New York, U.S.A., without regard to that state's conflict of laws rules. Applicant and SyracuseBusiness.com hereby submit to the personal and exclusive jurisdiction of the Superior Court of the State of New York for the County of Onondaga for the resolution of disputes arising from or in connection with this Agreement. SyracuseBusiness.com's failure to exercise or to enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and in the Agreement, without statutory presumptions against the drafter, and they agree that all other provisions of the Agreement will remain in full force and effect. The parties expressly agree that the United Nations Convention for the International Sale of Goods does not apply to this Agreement. Applicant agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Service or to the Agreement must be filed in the Superior Court of the State of New York for the County of Onondaga within one (1) calendar year after such claim or cause of action arose or be forever barred.

13.2 The section titles in the Agreement are for convenience only and have no legal or contractual effect.