This Local Listing Agreement (“Agreement”) is a legal agreement between Slamdot, Inc. (“Slamdot”, “us”, or “we”), a Delaware corporation, and the business by which the individual accepting this Agreement is employed or otherwise engaged (the “Customer” or “you”). Slamdot and Customer are each referred to herein as a “Party,” and collectively as the “Parties.” This Agreement, together with any other applicable terms and conditions referenced herein, governs in its entirety the relationship between Slamdot and the Customer in connection with the Services (as defined below) for which Customer has purchased a subscription.
1. Services
1.1 Managed Listings Services – Slamdot provides a subscription-based service that includes the management, optimization, and distribution of Customer Content (as defined in Section 3.5) across various online directories, search platforms, social media networks, maps, apps, and similar partner sites (“Partner Sites”). This service is fulfilled by Slamdot and may utilize third-party tools, systems, or integrations. Slamdot makes no representation regarding the visibility, accuracy, availability, or ranking of such content on any specific Partner Site. Customer acknowledges and agrees that:
- (i) all submitted content must comply with Partner Site guidelines and may be edited, rejected, or removed at any time by those platforms;
- (ii) Slamdot does not guarantee publication or ongoing presence on any specific Partner Site; and
- (iii) the appearance, formatting, or position of Customer Content is subject to change without notice by Slamdot or any Partner.
1.2 Use of Technology Providers – Slamdot may, at its discretion, use internal systems or third-party platforms to fulfill its service commitments. These platforms are used exclusively by Slamdot to manage and facilitate the Services on the Customer’s behalf. No license or sublicense to such platforms is granted to the Customer.
1.3 Implementation Support – At the Customer’s request, Slamdot may assist in implementing certain features related to online listings or integrations with the Customer’s website. Such assistance is provided as a courtesy and is performed at Customer’s risk. Slamdot is not responsible for any resulting issues, errors, or changes to Customer’s website or digital assets.
2. Fees and Payment
2.1 Fees – By subscribing to Slamdot’s Services, Customer agrees to all applicable fees disclosed at the time of registration. Fees are for managed services provided by Slamdot and do not constitute charges for the resale or licensing of software.
2.2 Payment Terms – Customer must provide a valid credit card at the time of subscription. You represent that you are authorized to use the provided payment method. Slamdot will charge this payment method at the beginning of each billing cycle (the “Billing Period”). Slamdot reserves the right to modify billing terms for future Billing Periods. Past-due amounts may accrue interest at 1.5% per month (or the maximum rate allowed by law), and Customer is responsible for any collection costs, including attorneys’ fees.
2.3 Automatic Renewal – Unless cancelled, your subscription will automatically renew at the start of each Billing Period. You authorize Slamdot to charge your card for the applicable renewal amount, which may vary due to promotional pricing expiration, changes in the number of locations or service level, and applicable tax rate adjustments.
3. Use of the Services
3.1 License to Receive Services – Slamdot grants Customer a limited, non-exclusive, non-transferable right to use and benefit from the Services for its business operations during the subscription term. This right does not grant access to any underlying software or third-party platform used by Slamdot to provide the Services.
3.2 Ownership – All rights, title, and interest in and to the systems, processes, and intellectual property used to deliver the Services remain with Slamdot and/or its licensors. Customer does not acquire any ownership interest by virtue of this Agreement.
3.3 Trademarks – All Slamdot trademarks, logos, and branding elements are the exclusive property of Slamdot. This Agreement does not confer any rights to use such marks without Slamdot’s prior written consent. Any third-party marks displayed in connection with the Services remain the property of their respective owners.
3.4 Usage Restrictions – Customer may not use the Services for unlawful, fraudulent, or abusive purposes, including but not limited to impersonation, data harvesting, or promotion of illegal products or services.
3.5 License to Customer Content – Customer grants Slamdot a non-exclusive, royalty-free, perpetual, and transferable license to use, modify, format, publish, and distribute Customer Content as necessary to deliver the Services. This includes syndication to Partner Sites and the right to sublicense such content to Slamdot’s partners solely for service delivery purposes. This license survives the termination of this Agreement.
4. Term and Termination
4.1 Term – This Agreement becomes effective when Customer subscribes to the Services and remains in effect until terminated in accordance with this Section 4.
4.2 Termination for Convenience – Either Party may terminate this Agreement at any time by providing notice to the other Party, including via email. Services will cease at the end of the current Billing Period unless otherwise agreed.
4.3 Survival – Upon termination, Customer will pay any fees due prior to the effective date of termination. Sections 3.5, 4.3, 5, 6, 7, 8 (if applicable), and 9 shall survive termination.
5. Disclaimer and Limitation of Liability
THE SERVICES AND ANY SUPPORT PROVIDED BY SLAMDOT ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SLAMDOT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SLAMDOT MAKES NO GUARANTEES REGARDING THE RESULTS OF THE SERVICES OR AVAILABILITY ON PARTNER SITES. IN NO EVENT SHALL SLAMDOT OR ITS LICENSORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, DATA LOSS, OR INTERRUPTION OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SLAMDOT’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500), REGARDLESS OF THE CAUSE OR THEORY OF LIABILITY.
6. Indemnification
Customer agrees to defend, indemnify, and hold harmless Slamdot, its licensors, and partners, and their respective employees, officers, and affiliates from and against any claims, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising out of:
(a) Customer’s breach of this Agreement;
(b) violations of laws or third-party rights;
(c) any Customer Content or its distribution;
(d) any third-party claims relating to Customer’s business, website, or services; and
(e) any dispute between Customer and its own clients, vendors, or end-users.
7. Representations and Warranties
You represent and warrant that:
- The individual accepting this Agreement is authorized to bind the Customer;
- You have full legal authority to enter into and perform under this Agreement;
- Your use of the Services and any Customer Content will comply with all applicable laws and third-party requirements.
Some platforms (such as social networks) may require acceptance of their own terms and conditions. Customer agrees to comply with all such terms, and further agrees to indemnify Slamdot for any violations of such third-party terms caused by Customer or its content.
9. General Provisions
9.1 Promotional Use – Slamdot may identify Customer by name and logo as a user of the Services in its marketing materials, unless otherwise requested in writing.
9.2 Policies – Customer’s use of the Services is subject to Slamdot’s current policies, which may be updated periodically.
9.3 Force Majeure – Slamdot shall not be liable for delays or failure to perform due to causes beyond its reasonable control.
9.4 Waiver – A waiver of any term or breach shall not be deemed a waiver of any other term or subsequent breach.
9.5 Independent Contractors – The Parties are independent contractors. Nothing herein creates a joint venture, partnership, or employment relationship.
9.6 Governing Law – This Agreement shall be governed by the laws of the State of Tennessee. Any disputes shall be resolved in the state or federal courts located in Knox County, Tennessee.
9.7 Entire Agreement – This Agreement constitutes the full understanding between the Parties and supersedes all prior agreements. Slamdot may update the terms of this Agreement from time to time, with notice provided to Customer.
9.8 Headings – Headings are for reference only and do not affect the meaning of this Agreement.
9.9 Legal Fees – In the event of legal action, the prevailing Party is entitled to recover reasonable attorneys’ fees and costs.
9.10 Service Model Clarification – The Services provided hereunder consist of Slamdot’s managed expertise and execution, which may involve the use of proprietary or third-party platforms. Customer’s rights under this Agreement relate only to the Services delivered by Slamdot, and do not extend to any underlying technology or platform used in service delivery.
