Directory Listings Service Agreement - Sources Of Blackness Directory

Last updated on 15^th February 2021.

THIS IS A LEGALLY-BINDING AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY.

Acknowledgement & Acceptance of Agreement
1. This Directory Listings Service Agreement (along with all other applicable terms and conditions, including, without limitation, the Sources Of Blackness General Terms of Use, the Code of Conduct and the Editorial Guidelines, which are hereby incorporated by reference in this ‘Agreement’) is made and entered into by Sources Of Blackness and the business entity identified by YOU when registering and accepting this Agreement (the ‘BUSINESS‘ or ‘YOU‘ or ‘YOUR’) by clicking on an ‘Accept’ button or similar button or link, where such action is identified as having the effect of accepting this Agreement during the application for one of the Owner-Level memberships. YOU acknowledge, represent and warrant that YOU are authorized to enter into this Agreement on behalf of the Business, that your Acceptance of this Agreement has the effect of making the Advertiser a party bound to this Agreement, and that the information submitted by YOU to Sources Of Blackness, via online forms or otherwise, is and will continue to be authentic and correct.
2. Pursuant to this Agreement, YOU submit a Business Listing(s) and/or link(s) to its web site(s), social media accounts, a description, a logo, images, tags, for inclusion on Sources Of Blackness’s web site. The terms and conditions applicable are set forth below.
3. The registration of a business on the Sources Of Blackness website is free, subject to the meeting of requirements. Sources Of Blackness may, in its sole discretion, change or add the available membership tiers, including adding one or more paid levels.
4. Following submission by YOU of a Business, Sources Of Blackness will review the Business Listing entry, to determine whether Advertiser’s Business Listing entry and applicable web site is eligible for inclusion in Sources Of Blackness. Sources Of Blackness aims to respond within ten (10) business days from the date the Business Listing submission form is received.
Registration Requirements
1. A Business may be permitted to join the Sources Of Blackness Directory if they are owned or co-owned by person/s that can be legally identified as of African or Caribbean descent, and clearly identify as Black.
2. The Business must be located in Europe.
3. The Business must not participate, promote or be involved in illegal activities according to European Union law.
4. Sources Of Blackness reserves the right to refuse admission to the directory for any business, for any reason.
Notification of Changes
1. Sources Of Blackness may, at any time in its sole discretion, change the terms of this Agreement. Modifications may include, without limitation, the introduction of fees charged for Listing Services. Whenever Sources Of Blackness changes this Agreement, it will post those changes to its Web Site and will update the ‘Last Updated’ date at the top of this Agreement. The revised terms will become effective on the date Sources Of Blackness posts such changes to its Web Site
2. It is YOUR obligation to check this Agreement regularly to ensure YOU are updated as to any changes. Without limiting the foregoing, if Sources Of Blackness determines in its sole discretion that the modification is material, it will notify YOU electronically via the email address associated with each account. If any modification to this Agreement is not acceptable to YOU, YOUR only remedy is to notify Sources Of Blackness of YOUR election not to renew YOUR Agreement, and remove YOUR Business Listing.
Term of Agreement
1. Sources Of Blackness may, at any time in its sole discretion, with or without cause, terminate this Agreement and/or cancel any listings or links submitted under this Agreement.
Editorial Standards and Requirements
1. Business Listing entries are written by Sources Of Blackness, or written by YOU subject to Sources Of Blackness’s approval. YOU agree to be bound by and follow the Sources Of Blackness editorial standards as described in Sources Of Blackness’s Editorial Guidelines. YOUR submissions to the Sources Of Blackness site will be subject to Sources Of Blackness editorial review, modification and/or removal in Sources Of Blackness’s sole discretion. Sources Of Blackness reserves the right, but not the obligation, to review YOUR submissions.
2. In submitting YOUR Business Listing for inclusion in the Directory, YOU confirm that all submitted data, including but not limited to website links, pictures, logos, titles, descriptions, tags and any other information submitted, do not and will not include content, or links to content, which may result in a claim against, civil or criminal liability to, Sources Of Blackness or that otherwise violates applicable European Union law or the terms of this agreement, including, without limitation, content that is fraudulent, deceptive, libellous, defamatory, obscene, pornographic, infringing or that violates the privacy, publicity or any other right(s) of a third party.
3. YOU agree to indemnify, defend and hold harmless Sources Of Blackness and its affiliates and partners, and any of their respective officers, directors, partners, shareholders, agents, licensees, and employees, from and against all third party claims, actions liabilities, losses, expenses, damages, and costs including, without limitation, reasonable legal fees (collectively ‘losses’) that may at any time be incurred as a result of any third party claims, suits or proceedings: (A) arising out of any breach by YOU or any duty, representation or warranty under this agreement; or (B) arising from the content or subject matter of YOUR business listing, link, submission or content of sites to which visitors can link through YOUR links or listings. Sources of Blackness retains completely editorial discretion with respect to all listings and links, including, without limitation, regarding the selection, placement, tags, title, description, logos, URLs and images.
Security
1. It is important for YOU to protect against unauthorized access to YOUR password and YOUR computer. YOU are solely responsible for maintaining the confidentiality of YOUR account and password and for restricting access to YOUR computer. YOU agree to accept full responsibility for all activities conducted using Advertiser’s account on Sources Of Blackness.
Registration Information
1. During the Business submission process, YOU are required to submit registration information. Sources Of Blackness may use such information to contact YOU regarding YOUR listings and links. Sources Of Blackness may disclose such information to its third party vendors and service providers in connection with conducting its business and providing and maintaining its site, and, in addition, in the good faith belief that such disclosure is reasonably necessary to (a) comply with the law or legal process; (b) enforce this Agreement; or (c) protect the rights or interests of Sources Of Blackness, its affiliates or related parties. Notwithstanding anything to the contrary herein, Sources Of Blackness may transfer, sell or assign such information to third parties as a result of a merger, consolidation or combination of Sources Of Blackness with another entity.
License
1. YOU hereby grant to Sources Of Blackness a worldwide, limited, non-exclusive, non-transferable, royalty-free license to: (i) reproduce, distribute, transmit, display, perform, download, cache, store on its servers, and otherwise use YOUR Business listings and submissions, and any portion thereof, including, without limitation, the trademarks, trade names, service marks and logos set forth therein, or as otherwise specified in writing by YOU (collectively the ‘Business Marks’), for purposes of providing the services covered by this Agreement; and (ii) incorporate in Sources Of Blackness’s sites links provided by YOU as part of its listings and submissions.
Warranty Disclaimer
1. Neither Sources Of Blackness nor its suppliers or vendors make any warranties, (including, without limitation, implied warrantied or merchantability, fitness for a particular purpose and non-infringement), guaranties, representations, promises, statements, estimates, conditions or other inducements, express, implied, oral, written or otherwise. Source Of Blackness’s obligations under this agreement are subject to delays caused by war, terrorism, act of God, embargoes, or any other circumstances beyond Sources Of Blackness’s reasonable control.
2. YOU acknowledge that the Sources Of Blackness Web Site is operated on an ‘AS IS’, ‘AS AVAILABLE’ basis, and that neither Sources Of Blackness nor its suppliers or vendors makes any representations or warranties of any kind whatsoever regarding the placement of listings or links or the performance or security of its web site or services.
Limitation of Liability
1. In no event shall Sources Of Blackness or any of its suppliers, vendors or affiliates be liable or responsible for any indirect, incidental, consequential, special or exemplary damages of any kind, including without limitation, lost profits or lost opportunities, even if advised of the possibility of such damages in advance and regardless of the cause of action upon which any such claim is based.
Privacy
1. In no event shall YOU collect, or cause or permit the collection of, any Personal Information (as defined below) from users of Sources Of Blackness’s site while such users are browsing or viewing Sources Of Blackness’s sites, or place any file or code, including cookies, on the personal computers of users of Sources Of Blackness’s sites while such users are browsing or viewing Sources Of Blackness’s sites. Sources Of Blackness’s privacy policies shall apply to users of Sources Of Blackness’s Web Site while users are browsing or viewing Sources Of Blackness’s site, and YOU shall comply with the same. Sources Of Blackness shall own all information relating to user access to Sources Of Blackness’s site, including, but not limited to, all Personal Information, demographics and usage information gathered therefrom. ‘Personal Information’ includes an individual’s name, address, e-mail address, age, date of birth, credit card or other financial information, or any other contact or personal information about an individual or from which the personal information about an individual can be derived.
Reservation of Rights
1. YOU agree that Sources Of Blackness retains all rights, titles and interests in and to Sources Of Blackness’s technology, services and other intellectual property rights. YOU agree that YOU will not reproduce, distribute, alter, modify, copy, edit, format, create derivative works of or otherwise use any materials, content or technology provided by Sources Of Blackness, except as explicitly provided herein or approved in advance in writing by Sources Of Blackness.

Miscellaneous
1. Sources Of Blackness reserves the right, in its sole discretion, to (i) remove YOUR Business Listing and/or cancel YOUR account for any reason or no reason; (ii) change the fees for Listing; (iii) change the procedures or rules for obtaining or maintaining a Listing; (iv) alter the content or other aspect of any Listing; (v) alter, upgrade and redesign the web sites hosting YOUR Business Listing; (vi) discontinue Listing and/or the Sources Of Blackness Directory or website.
2. Receipt times of all submissions, notices and other correspondences and transactions via the Sources Of Blackness site are measured based on receipt by Sources Of Blackness’s servers. This Agreement: (a) shall be governed by and construed in accordance with, the laws of The Netherlands, the laws of the European Union, without giving effect to principles of conflicts of law; (b) constitutes the complete and entire expression of the agreement between the parties with respect to the subject matter hereof; and (c) shall supersede any and all other agreements, whether written or oral, between the parties, including, without limitation, any print, online and electronic promotional materials. All waivers hereunder by Sources Of Blackness must be expressly made in writing.
3. Any rights or obligations hereunder may not be transferred or assigned by YOU without the prior written consent of Sources Of Blackness. Sources Of Blackness may freely assign and delegate the Agreement and any of its rights and obligations hereunder.