Cherrp.com Terms and Conditions
"You" means the individual or business entity listed as Advertiser above.
"We," "us" and "our" means Cherrp "Ads" means advertising on any Cherrp property
including, but not limited to www.cherrp.com. You agree that this Advertising Agreement
(this "Agreement") applies to the Ads and services ("Services") included in an online
WE MAY CHANGE THESE TERMS AND CONDITIONS AT ANY TIME BY POSTING SUCH CHANGED TERMS
AND CONDITIONS ON THIS WEBSITE.
You are responsible for reviewing these Terms and Conditions.
1. Introduction and Agreement to be bound.
This website is operated by Cherrp. The website may retrieve from Cherrp internal
server(s) and download to your personal computer (or any other programmable electronic
device that can store, retrieve, and process data), and the related website may
display, the following information (collectively the website and all content and
services described herein are defined as "Cherrp"):
sp 1. Listings of businesses either created by Cherrp
or licensed from a third party, that may include the business' name, street address,
city, state, zip code, distance from the longitude and latitude of the your zip
code, telephone number, e-mail address and/or website URL (the "Business Listings");
sp 2. Advertisements for businesses that are created
by, that are the intellectual property of, and that are subject to the trademark
or copyright of Cherrp or a third party, such advertisements coming in the form
of video, sound, music, text, graphics, artwork, images, photographs, banner advertisements,
HTML web pages or any other form of electronic media (collectively, the "Electronic
Media") that is presented in Cherrp on behalf of advertisers; and
sp 3. Listings of products and services offered by users
of Cherrp, including advertisers, Cherrp and employees of Cherrp, and all of the
Electronic Media associated with the products and services offered, whether that
Electronic Media is owned by Cherrp or a third party (the "Offerings").
sp These Terms of Service (the "Terms of Service") govern
Cherrp and you agree to the Terms of Service by using Cherrp.
2. Modification of Terms.
Cherrp reserves the right to modify these Terms of Service at any time. You will
be responsible for reviewing and complying with these Terms of Service periodically
in the event that they are modified.
By using Cherrp and agreeing to the Terms of Service, you also consent to the collection,
you understand may be modified from time to time.
Cherrp grants you a limited, revocable, non-exclusive license (i) to access Cherrp,
and (ii) while accessing Cherrp, to view Content displayed on Cherrp for your personal
or internal business use, and for no other purpose. By using Cherrp and agreeing
to the Terms of Service, you also consent to the terms and conditions as set forth
in Cherrp's License Agreement, which you understand may be modified from time to
time. You may not use any functionality that requires use of identification, tracking,
access or other code where you have not been authorized to use such a code. You
are also granted a limited non-exclusive license to print a copy of any portion
of the contents of Cherrp for your personal use and no other purpose, provided that
you shall not print more than fifty (50) Business Listings in sequence. Other than
as is necessary for you to access and view the Content as described and intended
herein, absolutely no downloading, electronically capturing or copying of the Content
is permitted. You shall use the Content in strict compliance with all applicable
federal, state and local laws, rules and regulations, including but not limited
to those concerning privacy, phone solicitation, fax and/or e-mail transmissions,
direct marketing, and any third party's patent, copyright or other intellectual
property rights and interests. For purposes of these Terms of Service, "Content"
means any text, data compilations, photographs, software, data instruction packets,
graphics, illustrations, artwork, video, music, sound, and any other contents of
Cherrp, including but not limited to the Business Listings, Electronic Media and
5. Intellectual Property.
Cherrp retains all right, title and interest on behalf of itself and (where applicable)
its third party suppliers to Content. You acknowledge and agree that ownership of
Content resides in Cherrp, and agree not to challenge, directly or indirectly, Cherrp's
ownership in and to the Content. You agree to indemnify and hold Cherrp harmless
from any unauthorized use of the Content by you or caused by you. The Content is
protected by copyright and/or other laws in both the United States and elsewhere.
6. Prohibited Conduct.
sp 1. Except as permitted under the Terms of Service
or where a prohibition is contrary to applicable law, copying, storing, displaying,
reproducing, distributing, marketing, selling, licensing, sublicensing, renting,
publishing or creating derivative works of any Content is expressly prohibited without
the prior written permission from Cherrp or the copyright holder identified in the
individual contents copyright notice. You agree that Cherrp and the Content may
not be reverse engineered, disassembled, decompiled, or retransmitted in any way
through any medium or otherwise translated into any language or computer language.
You will not use the Content or Cherrp in any manner that violates the law or the
rights of any other person. You agree that you will not use any robot, spider, or
other such programmatic or automatic device, including but not limited to automated
dial-in or inquiry devices, to obtain information from Cherrp or otherwise monitor
or copy the Content. You are expressly prohibited from framing or linking or otherwise
using or displaying Cherrp in such a manner so that it appears to be part of your
own or someone else's website or software. You shall not deep link to any page on
Cherrp or otherwise link in a manner that bypasses Cherrp home or landing pages.
You agree not to propose ideas, concepts, methods or techniques for new or proposed
services or products through Cherrp. By doing so, you hereby grant to Cherrp a perpetual,
worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use
the content of such communication in any manner whatsoever.
sp 2. You agree that you will not, directly or indirectly
(by, for example, assisting someone else), publish, post, disseminate, transmit
or store, any material that (i) violates anyone's intellectual property rights (including
trademarks, copyrights, patents, trade secrets, publicity rights, or (to the extent
protectable) confidential ideas); (ii) violates U.S. or foreign laws, rules or regulations;
(iii) contains content that is obscene, obscene as to minors, child pornography,
defamatory, racist, lewd, lascivious, filthy, excessively violent or otherwise objectionable;
(iv) contains viruses, corrupted files or other contaminants that may damage the
operation of another device; (v) constitutes or contains surveys, contests, pyramid
schemes or chain letters; (vi) misrepresents the identity of another person or entity,
or falsifies or deletes any author attributions, legal or other proper notices,
or proprietary designations or labels of the origin or source of software or other
material contained in a file that is posted; (vii) contains or constitutes spam,
a mass unsolicited email message or unsolicited advertising; or (viii) restricts
or inhibits any other user from using and enjoying Cherrp.
sp 3. You will not use the Content in part or whole
as a factor in (i) establishing an individual's eligibility for credit or insurance,
(ii) connection with underwriting individual insurance, (iii) evaluating an individual
for employment or for promotions, reassignment or retention as an employee, (iv)
connection with a determination of an individual's eligibility for a license or
other benefit granted by a governmental instrumentality, (v) connection with any
sweepstakes, contest game or similar promotional devices, (vi) connection with any
pornographic product or service or other product or service which caters to prurient
interests (vii) connection with direct marketing, including any direct mail, fax
or telemarketing campaign or, (viii) connection with criminal investigations or
other law enforcement purposes.
sp 4. Any use of the Content not expressly authorized
in these Terms of Service is strictly prohibited. Without limiting the generality
of the foregoing, you are expressly prohibited from (i) co-branding or otherwise
providing the Content on behalf of any third party, (ii) sublicensing or reselling
the Content, (iii) using or allowing third parties to use the Content for the purpose
of compiling, enhancing, verifying, supplementing, adding to or deleting from any
mailing list, geographic or trade directories, business directories, classified
directories, classified advertising, or other compilation of information which is
sold, rented, published, furnished or in any manner provided to a third party, (iv)
using the Content in any service or product not specifically authorized in these
Terms of Service or offering it through any third party, or (v) disassembling, decompiling,
reverse engineering, modifying or otherwise altering the Content or any part thereof.
sp 5. It is Cherrp's policy, in appropriate cases, to
restrict access to or availability of material that Cherrp considers within the
scope of this Section 6. It is also the policy of Cherrp to terminate, in appropriate
circumstances, the access rights of repeat copyright infringers. Pursuant to the
Digital Millennium Copyright Act, Cherrp is designating (below) an agent to receive
notice for claimed copyright violations. You may contact Cherrp's designated copyright
agent if you believe that a work protected by a U.S. copyright, which you own has
been posted or stored on our site without authorization. You may contact this same
person if you believe that any communication otherwise infringes or violates your
rights or the rights of any other person. Cherrp's agent for notice of claims of
copyright infringement can be contacted as follows:
sp By email: firstname.lastname@example.org
sp 6. Please be advised that the provisions of this
Section 6 are intended to give notice of Cherrp's policies, but are not intended
to impose a contractual obligation on Cherrp to undertake, or refrain from undertaking,
any particular course of conduct. Furthermore, Cherrp has no obligation to monitor
the display and communication of content posted by third parties. Without limiting
Cherrp's rights with respect to any content, You expressly agree that Cherrp may
remove, disable or restrict access to or the availability of any content (including
any material you have posted and/or stored) which Cherrp believes, in good faith
and in Cherrp's sole discretion, to violate these Terms of Service (whether or not
Cherrp is in fact correct in its assessment).
Any text, messages, ideas, copy, proposals, inventions, product and/or service modifications,
methodologies, suggestions or similar communications you transmit to Cherrp by electronic
mail or otherwise are, and will be treated as, public and nonproprietary. Any such
Content becomes the property of Cherrp and may be used for any purpose, including,
but not limited to, reproduction, disclosure, transmission, publication, broadcast
and posting. Furthermore, Cherrp is free to use any ideas, concepts, know-how, or
techniques contained in any communication you send to Cherrp for any purpose whatsoever
including, but not limited to, developing, manufacturing and marketing products
using such information.
Cherrp AND THE CONTENT ARE PROVIDED TO YOU ON AN "AS IS" BASIS, WITH ALL FAULTS
AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. Cherrp AND ITS
SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, INCLUDING
BUT NOT LIMITED TO WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY
AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS. Cherrp AND ITS SUPPLIERS
MAKE NO WARRANTIES TO YOU ABOUT OR FOR THE ACCURACY, RELIABILITY, COMPLETENESS,
OR TIMELINESS OF Cherrp OR THE CONTENT OR ABOUT OR FOR THE INFORMATION SYSTEMS,
SOFTWARE AND FUNCTIONS MADE ACCESSIBLE BY OR THROUGH Cherrp OR THE CONTENT, OR ABOUT
OR FOR ANY SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. Cherrp
DOES NOT WARRANT TO YOU THAT Cherrp OR THE CONTENT WILL OPERATE ERROR-FREE, THAT
LOSS OF DATA WILL NOT OCCUR, OR THAT THE CONTENT OR Cherrp SERVERS ARE FREE OF COMPUTER
VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS. IF YOU'RE USE OF Cherrp OR THE CONTENT
RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, Cherrp IS NOT
RESPONSIBLE FOR THOSE COSTS.
9. Limitation of Liability.
YOUR USE OF Cherrp AND THE CONTENT IS AT YOUR OWN RISK. UNDER NO CIRCUMSTANCES SHALL
Cherrp AND/OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES WHATSOEVER,
INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGES FOR WORK STOPPAGE OR INTERRUPTION,
FOR LIABILITY OR INJURY TO THIRD PERSONS, OR FOR ECONOMIC, INCIDENTAL, INDIRECT,
CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGES
FOR ANY LOSS OF BUSINESS, DATA, GOODWILL, PROFITS, SAVINGS, OR SOFTWARE) RESULTING
IN ANY WAY FROM YOUR OR ANY OTHER PERSON'S USE OR INABILITY TO USE Cherrp OR THE
CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND
WHETHER OR NOT Cherrp IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Third Party Sites.
Cherrp MAY CONTAIN LINKS TO THIRD PARTY WEBSITES, BUT SUCH LINKS ARE PROVIDED SOLELY
AS A CONVENIENCE TO YOU. Cherrp IS NOT RESPONSIBLE FOR THE CONTENT OF LINKED THIRD-PARTY
SITES AND DOES NOT ENDORSE, SUPPORT, OR MAKE ANY REPRESENTATIONS REGARDING THE CONTENT
OR ACCURACY OF CONTENT ON SUCH THIRD-PARTY WEB SITES. IF YOU DECIDE TO ACCESS LINKED
THIRD-PARTY WEBSITES, YOU DO SO AT YOUR OWN RISK.
You understand and agree that, because damages are often difficult to quantify,
if it becomes necessary for Cherrp to pursue legal action to enforce these Terms
of Service, you will be liable to pay Cherrp the following amounts as liquidated
damages, which you accept as reasonable estimates of Cherrp's damages for the specified
breaches of these Terms of Service:
sp 1. If Cherrp establishes limits on the frequency
with which you may access Cherrp, or terminates your access to or use of Cherrp,
you agree to pay Cherrp one hundred dollars ($100) for each usage in excess of such
limits or for each day on which you access Cherrp in excess of such limits, whichever
sp 2. If you aggregate, display, copy, duplicate, reproduce,
or otherwise exploit for any purpose any Content (except for your own Content) in
violation of these Terms of Service without Cherrp's express written permission,
you agree to pay Cherrp five thousand dollars ($5,000) for each day on which you
engage in such conduct.
sp 3. If you submit false or misleading information
about a business, or submit information about a business for which you are not an
authorized representative, you agree to pay Cherrp five hundred dollars ($500) for
each business for which you engage in such conduct.
sp Otherwise, you agree to pay Cherrp's actual damages,
to the extent such actual damages can be reasonably calculated. Notwithstanding
any other provision of these Terms of Service, Cherrp retains the right to seek
the remedy of specific performance of any term contained in these Terms of Service,
or a preliminary or permanent injunction against the breach of any such term or
in aid of the exercise of any power granted in these Terms of Service, or any combination
You agree to defend, indemnify, and hold harmless Cherrp, its parents, affiliates
and subsidiaries and their officers, directors, employees and agents, from and against
any claims, actions or demands, including without limitation reasonable legal and
accounting fees, alleging or resulting from your negligence or from your breach
of the Terms of Service.
13. Dispute Resolution.
The Terms of Service shall be governed by and construed in accordance with the internal
laws of the State of Illinois without regard to the conflicts of laws principles
thereof. In the event of litigation, the parties agree to submit irrevocably to
the state and federal courts located in Cook County, Illinois and to raise no objections
to the venue of such courts. The parties agree that in the event of any suit or
proceeding brought by one party against the other, the party prevailing therein
shall be entitled to payment from the other party hereto of its reasonable attorney's
If any provision of the Terms of Service is found to be invalid by any court or
tribunal having competent jurisdiction, the invalidity of such provision shall not
affect the validity of the remaining provisions of the Terms of Service, which shall
remain in full force and effect.
No waiver of any term of the Terms of Service shall be deemed a further or continuing
waiver of such term or any other term.
Cherrp may assign its rights and duties under the Terms of Service to any party
at any time without notice to you. Your rights and duties under the Terms of Service
are not assignable by you without consent of Cherrp.
Cherrp may terminate your use or rights to access to any or all portions of Cherrp
and the Content for any reason or no reason at all. Paragraphs 5-17 of these Terms
of Service shall survive the termination of these Terms of Service.
18. Notices/How to Contact Us regarding advertisements.
All notices to us must be in writing and emailed to email@example.com Cancellation
notices must include your business name, telephone number, and address. For questions
about this Agreement please contact us at firstname.lastname@example.org.
All terms other than one (1) month will be canceled upon expiration of the initial
term. For month-to-month clients, we will automatically renew your Ads and Services
after the end of the term for successive one-month terms, and the then current undiscounted
rates and terms and conditions then in effect will apply to such automatically renewed
Ads and Services. If we offer a discounted rate for advance payment for a particular
Ad or Service, and you pay for 12 months in advance in accordance with our procedures,
(i) the initial term for that Ad ("Discounted Ad") or Service ("Discounted Service")
will be 12 months, and you may not cancel your Discounted Ads or Discounted Services
until the end of the initial 12-month term, and (ii) subject to the provisions of
Section 4, we will automatically renew your Discounted Ads and Discounted Services
and will charge your credit card for another 12 months at the then applicable discount
You may revise or cancel your request for Ads and Services only by written notice
to info@Cherrp.com that is received by us within 14 days after the Agreement Date.
Thereafter, except as otherwise provided in these Terms and Conditions with respect
to a particular product, there is no cancellation. If written notice of cancellation
is received by us within in 14 days after the Agreement Date, we will refund your
payment for such Ads and Services on a pro-rated basis based on the number of days
your Ads and Services have been active. We may cancel your Ads and Services without
notice at any time for any reason, and your payment will be refunded on a pro-rata
basis based on the number of months your Ads and Services have in the Term.
You agree to pay, for the Ads and Services, the monthly rates listed on this Agreement
for the period we provide the Ads and Services agreed to at anytime, rounded up
to the nearest month (and for subsequent terms, the then current undiscounted rates).
You also agree to pay any one-time charges listed on this Agreement and any taxes
due on your Ads or Services. The rates for Ads do not include any technical or consulting
services or changes to your Ads, except as otherwise provided. You agree to pay
for any such services that you request at our standard rates. We may start billing
before we publish or distribute Ads or begin providing Services
22. Payment Terms.
You agree to pay all charges in full by the due date. You agree that you may not
withhold any payment for any reason, including any dispute between you and us. We
may require full or partial advance payment prior to providing any Ads or Services.
You authorize us to review your credit history and to obtain your consumer report,
and you agree that we may disclose to third parties information about you that we
deem necessary to assess your credit rating or report your failure to make payments
as required by this Agreement. We may apply payments from you, or monies owed to
you, toward amounts owed under this Agreement. If you pay by credit card, we will
bill the card automatically at the start of each billing period. You are responsible
for payment of all charges even if your telephone number is disconnected or changed
or you sell or close your business.
23. Late Charges.
We will assess, and you agree to pay, late charges on account balances not paid
by the due date. Late charges will begin to accrue after the due date at a rate
equal to the lesser of 18% per annum or the highest lawful rate. In addition, if
you submit a check or draft that is dishonored for any reason, you agree to pay,
in addition to the face amount of the check or draft, a service fee in an amount
equal to the highest lawful amount.
24. Our Remedies.
If you do not pay all charges by 30 days after the due date, fail to meet any other
obligation under this Agreement, or make any representation or warranty that is
or becomes untrue, we may, without notice:
require you to pay immediately all unpaid amounts
you owe and will owe for all Ads and Services for the entire term of this Agreement;
remove, suspend, or modify your Ads;
suspend or terminate any Services;
recover all collection costs and attorneys' fees;
pursue any other available legal or equitable
25. Limitation of Liability/Disclaimers.
You agree to review the Ads and Services immediately after their publication or
provision and to notify us in writing of any errors or omissions no later than 30
days after the error is first published or displayed or the Ad or Service omitted.
You agree that we may provide free advertising pursuant to our then-current policies
instead of a refund or credit to your account, and that we will have no liability
with respect to any listings, Ads or Services provided to you at no cost. The total
aggregate liability for us and our affiliates for errors in or omission of the Ads
or Services, negligence, any breach of this Agreement, and any other cause of action
or wrongful act is limited to, and shall in no event exceed, the lesser of
sp 1. the amount by which the value of the Ad or Service
was diminished or
sp 2. the amount you have paid for the Ad or Service
giving rise to the liability (the "Liability Cap").
26. Waiver of Class Action and Jury Trial and Consent to Binding Arbitration.
In any legal proceeding relating to this Agreement, the parties agree to waive any
right they may have to participate in any class, group, or representative proceeding
and to waive any right they may have to a trial by jury. Any claim, controversy,
or dispute that arises under or relates to this Agreement (other than claims to
collect amounts you owe us or claims by you alleging breach of this Agreement to
recover amounts you have paid us), including any dispute regarding any listing,
Ad or Service, any omissions, incorrect phone numbers or other errors, and any Ad
placement concerns, shall be referred by the aggrieved party to binding arbitration
under the Commercial Rules of the American Arbitration Association.
27. Credit For Service Interruption.
After beginning Ad term, there will be no credits, reductions, or setoff against
the charges for downtime or interruption unless such interruption exceeds seventy-two
(72) consecutive hours in duration. If you notify us of interruptions, we will provide
you with a credit equal to 1/30 of the recurring monthly charge for each consecutive
seventy-two (72) hour period from the time of notice of interruption until. Non-continuous
interruptions may not be accumulated to support an adjustment. A credit allowance
will not be given for mistakes, omissions, interruptions, delays, errors, defects
or curtailments caused by your negligence or willful act, or mistakes, omissions,
interruptions, delays, errors or defects caused by failure of equipment.
BY CHECKING THE BOX ACKNOWLEDGING YOU HAVE READ AND ACCEPT THE TERMS OF SERVICE,
YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND AGREE THAT YOU
WILL THEREAFTER BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH ABOVE TO THE
SAME EXTENT AS THOUGH EVIDENCED BY YOUR ORIGINAL SIGNATURE. IF YOU DO NOT AGREE
TO THESE TERMS AND CONDITIONS OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND ADVERTISER,
THEN YOU ACKNOWLEDGE THAT YOU MUST NOT AND WILL NOT COMPLETE YOUR ONLINE ACCOUNT
NOW OR AT ANY TIME UNTIL YOU OR SOMEONE ELSE CAN AFFIRMATIVELY AGREE.