Near: Ashburn, Virginia (change)

Terms Of Service

Thank you for using SubPages, a service provided by SubPages, LLC (“SubPages”, “we”, or “our”), a limited liability company organized and existing under the laws of the Commonwealth of Virginia.

These terms went into effect on January 11, 2018.

1.  Introduction

This page explains the terms of use. By using SubPages you are agreeing to all the terms expressed on this page. The brief summaries in orange are provided for your benefit only. They are not considered part of the official legal terms and conditions.

SubPages is an online platform located at https://www.subpages.com and affiliates websites (collectively, “Website” or “Site”) that allows individuals or businesses (“Contractor(s)”) to create an online profile and solicit other individuals or businesses (“Subcontractor(s)”) to complete various manual, skilled, or trade labor projects (“Project(s)”) (collectively, the “Service” or “Services”). By accessing or using these Services or our Website, whether or not you are a registered user of our Service or Site, you are a user (hereinafter, “you” or “your” or “User”) and you accept and agree to the terms (“Terms of Service” or “Terms”) below as a legally binding contract between you and SubPages.

If you do not agree with all of the Terms set forth below, you may not use any portion of this Site or SubPages’ Services.

 

Furthermore, by accepting and agreeing to the Terms below, you also agree to be bound by our Privacy Policy. If you use or access the Services or this Site on behalf of a business, you hereby represent to SubPages that you have the authority to bind that business and your acceptance of these Terms of Service will be treated as acceptance by that business.

2.  Privacy and Security

We value privacy, please review our Privacy Policy.

Privacy and security are extremely important to us. Please review our Privacy Policy for a description of our privacy practices, an explanation of how we collect data on this Site, ways that we use this data, and ways to opt out.

3.  License and Acceptance

Your use of this website constitutes acceptance to these Terms. Please read them.

These Terms of Service grants you a worldwide, nonexclusive, nontransferable, revocable, limited license to access and use the information and Services strictly subject to and solely in compliance with these Terms of Service (“Limited License”). SubPages reserves the right to terminate this Limited License, with or without notice, at any time. Except for the Limited License in these Terms of Service, SubPages reserves all other rights, and no other rights are granted by implication or otherwise. For the avoidance of doubt, except for the Limited License set forth in these Terms of Service, SubPages does not grant you any express or implied rights or licenses under any Intellectual Property Rights (defined below) or other proprietary rights.

Intellectual Property Rights” means any and all patents, trademarks, trade names, trade dress and service mark rights (and associated goodwill), rights of publicity, copyright, moral rights, industrial designs or design patents, technologies, procedures, processes, trade secrets, designs, inventions, discoveries, know-how and works of authorship, and documentation thereof, and all other intellectual property and proprietary rights as may now exist or hereafter come into existence, and all applications for any of these rights and registrations, renewals and extensions of any of these rights, in each case under the laws of any state, country, territory or other jurisdiction.

Please read these Terms of Service carefully, as your use of this Site, its Services or any other SubPages services constitutes acceptance of these Terms and the Privacy Policy posted on this Site where such policy is incorporated herein by reference. By accessing or using any part of this Site or SubPages’ Services, you accept, without limitation or qualification, these Terms.

SubPages may make changes from time to time to these Terms and any such changes will be applicable to all subsequent access to or use of the Services. Should you have any questions as it relates to the Terms of Service, please feel free to contact us.

4.  Services

These are the services SubPages will provide.

Contractors agree to accept and pay for, and SubPages agrees to provide, the Services identified in these Terms of Service and/or on the Site, and subject to acceptance of the Contractors Agreement (the “CTA”), which is incorporated herein by reference, and which shall set forth, among other things, restrictions with respect to user and payment information. SubPages will only provide the Services stated in these Terms of Service and/or those stated on the Site and/or CTA. Contractors are solely responsible for the set up and administration of their Projects, and communication to Subcontractors. SubPages is under no obligation to communicate with Subcontractors but will provide assistance if issues arise with our Services or the Site.

Subcontractors agree to accept and pay for, and SubPages agrees to provide, the Services identified in these Terms of Service and/or on the Site, and subject to acceptance of the Subcontractors Agreement (the “STA”), which is incorporated herein by reference, which shall set forth, among other things, restrictions with respect to user and payment information.

In providing our Services, SubPages will use our best efforts to contact Subcontractors but there is no guarantee we can always reach them. In using our best efforts, SubPages is required to conform to the CAN-SPAM Act of 2003 and must provide an opt out clause for Subcontractors with regards to email communication. Some Subcontractors have the ability to pre-opt out, if they have done so on a previous Project. Further, SubPages will continue to email Subcontractors with the consent and authorization of Contractors, to which Contractors may also opt out.

In connection with providing Services, SubPages shall undertake customer management and sales for Contractors, where SubPages or its affiliates will distribute Contractor’s proprietary branding materials developed solely by the Contractor and/or any other submitted content (“User Content”). In connection with such management, Contractors shall pay SubPages a compensable transaction generated on behalf of Contractor as agreed upon by Contractor and SubPages (“Transaction”), and subject to the CTA. The applicable Transaction and other applicable terms and conditions of the management entered into between SubPages and Contractors shall be specified via direct communication and the CTA.

5.  Payments

These are our fees.

The rates for Transactions and the method timing of payment by Contractor to SubPages shall be determined by SubPages, and subject to the CTA. Any payment by a Subcontractor shall be subject to the STA.

6.  SubPages Intellectual Property

Do not infringe on our intellectual property rights.

Except as defined in these Terms of Service, all technology, content, intellectual property, and other subject matter (collectively “Our Content”) included on the Site or involved with Services rendered are owned by or licensed to SubPages. Our Content is protected by United States and international intellectual property laws. SubPages retains all proprietary rights, including all Intellectual Property Rights, in and to Our Content. Except as provided in these Terms of Service, you agree not to use, modify, reproduce, distribute, sell, license, or otherwise exploit Our Content without our express, written permission.

“SubPages” and its affiliated logos and designs are trademarks of SubPages and are protected by United States and international laws. SubPages shall retain all rights, title, and interest to “SubPages” and its affiliated logos and designs, except for a limited license provided to Contractors. You shall not engage in any deceptive, misleading or unethical trade practice or advertising, or any other conduct or activity that tends to mislead, deceive or defraud the public, or to adversely affect the good name or reputation of SubPages or the goodwill in any trademark of SubPages and its affiliated logos and designs.

7.  Copyright Policy

If you think something on our site is infringing your rights, please contact us and we will address your concerns.

SubPages respects the intellectual property rights of others and responds to notices of alleged infringement in accordance with the Digital Millennium Copyright Act (17 U.S.C. § 101 et. al.) (“DMCA”). If you believe an exclusive right in your work has been infringed, please report the allegations to our Copyright Agent – at copyright@subpages.com. You may also submit a request in hardcopy form to:

SubPages, LLC
Attn: SubPages Copyright Agent
ADDRESS LINE 1
ADDRESS LINE 2

Please note that submitting the request via hardcopy may delay our response.

When submitting your allegation, please follow the notice procedure under provision 512(C)(3) of the DMCA. For your convenience, the notice requirements are as follows:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (i.e., copyright owner, authorized representative, or licensee). If an electronic form, please sign your name as “/Full Name/”;

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a list of such works;

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted;

(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Upon review, SubPages will take whatever action, in its sole and absolute discretion, as it deems appropriate.

8.  Use of Services

We only give you the right to access and use this website as stated in these terms, and you promise not to submit content that violates any law or someone else’s rights.

SubPages grants you a Limited License to use and access the Website. This license is subject to your full compliance with these Terms of Service and all applicable local, state, national, and international laws, rules and regulations. You represent and warrant that you have never been convicted of a felony and that you are not required to register as a sex offender with any government entity. The Service is not available to any user previously removed from the Service by SubPages. We may, without prior notice, change the Service; add features, stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service.

SubPages does not control, is not responsible for and makes no representations or warranties with respect to any User Content. You are solely responsible for your interaction with or reliance on any User Content. You are also responsible for your own conduct and all activities on, through or related to the Services, and, if you create an account with respect to the Services, you are responsible for all conduct or activities on, through or by use of your account.

You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose.

It is expressly prohibited for any third party to access or use the Services on behalf of another. Users must access or use the Services only on their own behalf, and may not permit, enable, induce or encourage any third party to use or access the Services for them.

Any User Content submitted by Contractors or Subcontractors will not contain any copyrighted material or infringe on other third party proprietary rights, unless there is permission from the rightful owner.

When you submit User Content you promise that it is not violating anyone’s rights or copyrights. If SubPages uses your content in one of the ways outlined in these Terms of Service, you promise it does not infringe or violate the rights of any third party.

9.  Contractor Intellectual Property

SubPages will not own any intellectual property you post on the Site. However, when you post on the Website or use our Services, you give us permission to use that information in the limited circumstances outlined below.

Any User Content provided by you shall remain your content. These Terms of Service do not grant SubPages any licenses or rights of your content, except for the limited rights needed to provide Services and those below.

SubPages Limited License – You grant SubPages a worldwide, non-exclusive, perpetual, irrevocable, royalty free license to use, reproduce, edit, modify, and otherwise exploit your User Content, but only for the limited purpose of providing Services and as otherwise permitted by the Privacy Policy. SubPages’ use of your User Content can include, but is not limited to, publishing high level statistics on Projects in marketing materials and blog posts, showing Projects in marketing materials, and displaying anonymized information about Subcontractors. Contractors may opt out of this limited license by contacting us at info@subpages.com.

10.  Acceptable Uses

Please do not do anything to violate or break the law.

You must use the Services provided and the Site in accordance with, and only as permitted by, applicable law. You must not use this Site in any way that causes, or may cause, damage to the Site; or in any way that is illegal, fraudulent, or harmful, or in connection with any activity that is illegal, fraudulent or harmful.

11.  Unauthorized Access

We have sufficient security measures in place but not everything works 100% of the time. Please do not try to implement your own security measures.

Although we have taken precautions to minimize the risk of unauthorized access to your content and account, we cannot guarantee unauthorized third parties will not be able to defeat our preventative measures. You hereby agree and acknowledge that you provide all information and content at your own risk. To maintain the integrity and functionality of the Services for its users, access to the Services and/or activities related to the Services that are harmful to, inconsistent with or disruptive of the Services and/or its users' beneficial use and enjoyment of the Services are expressly unauthorized and prohibited.

Users may not circumvent any technological measure implemented by SubPages to restrict the manner in which content may be used or accessed with respect to the Services or to regulate the manner in which content may be transmitted to other users. This prohibition includes without limitation a ban on the use of multiple email addresses (created via an email address generator or otherwise); the use of multiple IP addresses (via proxy servers, modem toggling, or otherwise); reverse engineering any component of the Service or Website; tampering with any code owned by or licensed to SubPages or any code attributable to the Service or Website; CAPTCHA circumvention, automation or outsourcing; multiple and/or fraudulent accounts; URL shortening, obfuscation or redirection; and content obfuscation via HTML techniques, printing text on images, inserting random text or content “spinning”.

12.  Moderation

We maintain the right to takedown any content you submit that may violate these Terms or to ensure the security of all users.

SubPages has the right, but not the obligation to regulate User Content stored on or transmitted via the Services by any user (or any other third party in any manner); to regulate conduct (including but not limited to any authorized or unauthorized access to or use of the Services) by any user (or any other third party in any manner); and to enforce these Terms of Service, for any reason and in any manner or by any means that SubPages, in its sole and absolute discretion, deems necessary or appropriated (including but not limited to automated and manual screening, blocking, filtering, requiring the use of an application programing interface (API), authorization, verification, and the deletion and/or termination of content, accounts and/or all or any use or access).

SubPages may, in its sole and absolute discretion, without notice, start, discontinue or modify any regulation or enforcement measures at any time. SubPages’ action or inaction to regulate content or conduct or to enforce against any potential violation of the Terms of Service by any user (or any other third party) does not waive SubPages’ right to implement or not implement regulation or enforcement measures with respect to any subsequent or similar content, conduct or potential violation of these Terms of Service.

SubPages also has the right in its sole discretion to limit, modify, interrupt, suspend or discontinue all or any portions of the Services at any time without notice. SubPages and SubPages Indemnitees shall not be liable for any such limitations, modifications, interruptions, suspensions or discontinuance, or any purported losses, harm or damages arising from or related thereto.

13.  Third Party Links

Any external links you click on from this website is done at your own risk.

The Service or Site may contain links to third-party websites that are not owned or controlled by SubPages. SubPages does not assume any responsibility for such third-party sites. If you access any third-party website you do so at your own risk and you agree that SubPages will have no liability arising from your use of any third-party website, service or content.

14.  Disclaimers of Warranties and Limitation on Liability

We will use our best efforts in providing you our services, but we cannot ensure everything will always work perfectly. This Website is presented as-is and we expressly disclaim all warranties.

SUBPAGES AND SUBPAGES INDEMNITEES SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY ACCESS TO, USE OF OR RELIANCE ON THE SERVICES OR USER CONTENT ACCESSED THROUGH THE SERVICES BY YOU OR ANYONE ELSE, OR FOR ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS, DISPUTES OR RELATIONS BETWEEN YOU AND ANY OTHER PERSON OR ORGANIZATION ARISING OUT OF OR RELATED TO THE SERVICES OR CONTENT ACCESSED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO LIABILITY FOR INJUNCTIVE RELIEF AS WELL AS FOR ANY HARM, INJURY, LOSS OR DAMAGES OF ANY KIND INCURRED BY YOU OR ANYONE ELSE (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, STATUTORY, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF SUBPAGES OR ANY SUBPAGES INDEMNITEES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF, BUT IS NOT RESTRICTED TO, WHETHER THE ALLEGED LIABILITY, HARM, INJURY, LOSS OR DAMAGES AROSE FROM AUTHORIZED OR UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR CONTENT ACCESSED THROUGH THE SERVICES; ANY INABILITY TO ACCESS OR USE THE SERVICES OR CONTENT ACCESSED THROUGH THE SERVICES; OR ANY REMOVAL, DELETION, LIMITATION, MODIFICATION, INTERRUPTION, SUSPENSION, DISCONTINUANCE OR TERMINATION OF THE SERVICES OR CONTENT ACCESSED THROUGH THE SERVICES.

YOUR ACCESS TO, USE OF AND RELIANCE ON THE SERVICES AND CONTENT ACCESSED THROUGH THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE WEBSITES, PROGRAMS, SERVICES AND CONTENT ACCESSED THROUGH THE WEBSITES, PROGRAMS AND SERVICES) ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) ARE EXPRESSLY DISCLAIMED.

SUBPAGES TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY USER CONTENT THAT YOU OR ANY OTHER USER OR THIRD-PARTY POSTS OR SENDS OVER THE SERVICE. YOU ARE SOLELY RESPONSIBLE FOR YOUR USER CONTENT AND THE CONSEQUENCES OF POSTING OR PUBLISHING IT, AND YOU AGREE THAT WE ARE ONLY ACTING AS A PASSIVE MEDIUM FOR YOUR AND OTHER USERS’ ONLINE DISTRIBUTION AND PUBLICATION OF YOUR AND THEIR USER CONTENT.

WITHOUT LIMITING THE FOREGOING, SUBPAGES ALSO DISCLAIMS ALL WARRANTIES FOR OR WITH RESPECT TO: (a) THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE SERVICES AND CONTENT ACCESSED THROUGH THE SERVICES; (b) COMPUTER WORMS, VIRUSES, SPYWARE, ADWARE AND ANY OTHER MALWARE, MALICIOUS CODE OR HARMFUL CONTENT OR COMPONENTS ACCESSED, RECEIVED OR DISSEMINATED THROUGH, RELATED TO OR AS A RESULT OF THE SERVICES OR CONTENT ACCESSED THROUGH THE SERVICES; (c) ANY TRANSACTIONS OR POTENTIAL TRANSACTIONS, GOODS OR SERVICES PROMISED OR EXCHANGED, INFORMATION OR ADVICE OFFERED OR EXCHANGED, OR OTHER CONTENT, INTERACTIONS, REPRESENTATIONS OR COMMUNICATIONS THROUGH, RELATED TO OR AS A RESULT OF USE OF THE SERVICES OR CONTENT ACCESSED THROUGH THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY LINKS ON SUBPAGES’S WEBSITE AND/OR LINKS IN CONTENT ACCESSED THROUGH THE SERVICES).

IN NO EVENT WILL SUBPAGES’S AGGREGATE LIABILITY, OR THAT OF ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, USER CONTENT OR SUBPAGES CONTENT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SUBPAGES AND YOU.

THESE DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU.

15.  Indemnification

If your actions cause us to be sued, you are required to help us defend the suit.

You agree to indemnify and hold SubPages and its officers, directors, members, managers, partners, shareholders, employees, licensees, licensors, contractors, agents, legal representatives, successors, heirs, executors, and assigns (the “SubPages Indemnitees”), harmless against (a) any and all damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising out of or related to: (a) your breach or alleged breach of any representation, warranty, covenant or other obligation set forth in these Terms of Service; (b) your own conduct or activities on, through or related to the Services or Website; (c) any conduct or activities on, through or by use of your account; (d) content that you post or transmit (including but not limited to content that a third-party deems defamatory or otherwise harmful or offensive); (e) activity that occurs through or by use of your account (including, without limitation, all content posted or transmitted); (f) your use of or reliance on any User Content; (g) infringement, or alleged infringement; and (h) any claim or representation made or allegedly made by you in any Content or comment furnished or used by you, and shall defend SubPages and the SubPages Indemnities against any and all third party claims, suits or demands that are subject to the above indemnity.

SubPages and SubPages Indemnitees are not parties to, have no involvement or interest in, make no representations or warranties as to, and have no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between you and any other user, person or organization, including but not limited to, any communications between Contractors and Subcontractors (“Interactions”).

You hereby release SubPages and each of the SubPages Indemnitees, and their respective subsidiaries, affiliates, successors, predecessors, assigns, heirs, service providers and suppliers, from all claims, demands and damages of every kind and nature, known and unknown, direct and indirect, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to the Services or content accessed through the Services, including but not limited to any User Content, or any Interactions with others arising out of or related to the Services and/or Website or content accessed through the Services and/or Website.

16.  Governing Law

All disputes will be handled under the laws of the Commonwealth of Virginia.

The existence and interpretation of these Terms of Service shall be governed and construed under the laws of the Commonwealth of Virginia, without regard to its conflicts of law rules. Any dispute, claim or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation or validity thereof shall be exclusively resolved by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules then in effect, as modified by the provisions of this Section.

The venue for such arbitration shall be Fairfax County, Virginia, or such other location to which both you and SubPages may otherwise expressly agree in writing (the “Designated Location”).

Arbitration proceedings shall take place before a single arbitrator who shall be a lawyer or former judge. If the parties cannot agree upon the choice of the arbitrator within twenty (20) business days of the date the matter is submitted for arbitration, the parties shall request, and accept, assignment of an arbitrator from JAMS pursuant to its rules. The arbitrator shall have authority to award any remedy or relief that a court of competent jurisdiction sitting in the state encompassing the Designated Location could grant in conformity to applicable law. Any arbitration award shall be accompanied by a written statement containing a summary of the issues in controversy and a description of the award, with explanation of the reasons for the award. The arbitrator’s award shall be final and binding, and judgment may be entered upon such award by any court of competent jurisdiction.

You and SubPages agree that all arbitration proceedings shall be private and confidential, and further agree not to issue any press release or public announcement with respect to any arbitration proceeding or any court action taken to enforce the arbitrator’s award, including, without limitation, the fact that the arbitration or court action is being conducted, or disclose any aspect thereof, including any testimony, discovery and any documents filed in the course of such proceedings, except to the arbitrator and his/her staff, the parties’ attorneys and their staff, any experts retained by the parties, and to the court as necessary to enforce the arbitration award, provided that at the request of either party, the parties shall cooperate in seeking a protective order with respect to any such information disclosed to the court.

The foregoing dispute resolution provisions of these Terms of Service shall not prevent SubPages from seeking or obtaining preliminary injunctive or other provisional relief from a court of competent jurisdiction as provided in these Terms of Service for the purpose of preventing irreparable injury, loss or damage pending a final resolution of the dispute, claim or controversy according to such dispute resolution provisions.

If we are the prevailing party in any suit or arbitration, we shall be entitled to an award of our reasonable attorneys’ fees and costs, in addition to, and not in limitation of, other available remedies. All forum fees and expenses in any arbitration, including, without limitation, the arbitrators’ fees, shall be advanced equally by you and SubPages; provided, however, that your failure to timely pay your portion of any arbitration fees shall entitle SubPages to a default award (if you are the respondent) or dismissal with prejudice (if you are the claimant).

17.  General Terms

These are the official terms that supersede any other rules or terms. Only the terms in this agreement apply.

The terms in these Terms of Service constitutes the entire agreement between you and SubPages and supersedes any prior written or oral agreement, with exception of the CTA for Contractors and the STA for Subcontractors, which shall govern any conflict between these Terms of Service and the CTA or the STA, as applicable. Other than the SubPages Indemnitees (who are expressly included as named third-party beneficiaries of these Terms of Service), there are no third-party beneficiaries to these Terms of Service.

You also understand and agree that any action or inaction by SubPages or any of SubPages Indemnitees to prevent, restrict, redress or regulate content, or to implement other enforcement measures against any content, conduct or potential violation of these Terms of Service is undertaken voluntarily and in good faith, and you expressly agree that neither SubPages nor any SubPages Indemnitees shall be liable to you or anyone else for any action or inaction to prevent, restrict, redress, or regulate content, or to implement other enforcement measures against any content, conduct or potential violation of the Terms of Service.

Although SubPages Indemnitees may moderate content, conduct and Terms of Service compliance related to the Services at SubPages’ discretion, SubPages Indemnitees have no authority to make binding commitments, promises or representations to anyone that they or anyone else on behalf of SubPages will “take care” of any alleged problem or complaint, or that they or anyone else on behalf of SubPages will otherwise stop, cure or prevent any problem, content, conduct or purported Terms of Service violation from occurring or recurring.

Accordingly, you further agree that any representation (written or verbal) by any SubPages Indemnitees (or by anyone else acting on behalf of SubPages or by anyone purportedly acting on behalf of SubPages) that SubPages (including but not limited to any SubPages Indemnitees, anyone else acting on behalf of SubPages, or anyone purportedly acting on behalf of SubPages) would or would not prevent, restrict, redress or regulate content (including, without limitation, screen, block, moderate, review, remove, terminate, delete, edit or otherwise stop, cure or exclude any content), or to implement other enforcement measures against any content, conduct or potential or purported violation of these Terms of Service is superseded by this provision and is nonbinding and unenforceable. Specifically, you agree that SubPages, SubPages Indemnitees and anyone else authorized to act on behalf of SubPages shall in no circumstance be liable as a result of any representation that SubPages, SubPages Indemnitees or anyone else on behalf of SubPages would or would not restrict or redress any content, conduct or potential or purported violation of these Terms of Service. This paragraph may not be modified, waived or released except by a written agreement, dated and signed by SubPages’ Chief Executive Officer and dated and signed by the individual or entity to whom or which the modification, waiver or release is granted.

The waiver by SubPages of a default or breach of any provision of these Terms of Service shall not operate or be construed as a waiver of any subsequent default or breach of the same or of a different provision. No waiver or modification of the Terms of Service or of any covenant, condition, or limitation contained in these Terms of Service shall be valid unless in writing and duly executed by SubPages. Failure of SubPages to insist upon strict compliance with any of the terms, covenants or conditions in these Terms of Service shall not be deemed a waiver of such terms, covenants and conditions.

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SubPages without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

By accepting these Terms of Service, you acknowledge, and we affirm, that it is the intent of both us and you that the provisions contained in these Terms of Service should be enforced. Therefore, if any provision or paragraph of these Terms of Service is held unenforceable or invalid by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue to be valid and enforceable as though the invalid provision(s) were not a part thereof.

You acknowledge and agree that any violation or breach of these Terms of Service may cause SubPages immediate and irreparable harm and damages; consequently, notwithstanding any other provision of these Terms of Service or other applicable legal requirements, SubPages has the right to, and may in its discretion, immediately obtain preliminary injunctive relief (including, without limitation, temporary restraining orders) and seek permanent injunctive relief regarding any violation or breach of these Terms of Service. In addition to any and all other remedies available to SubPages in law or in equity, SubPages may seek specific performance of any term in the Terms of Service, including but not limited to by preliminary or permanent injunction. You agree that the state and federal courts located in the Commonwealth of Virginia shall have exclusive jurisdiction of any request by SubPages for injunctive relief, and you irrevocably agree to submit to the jurisdiction of such courts for such purpose.