Cme4 There's No Business Like Our Business
- Because -
Our Business is Your Business





1. The Service.
1.1 Cme4.com provides sales and marketing services to businesses, including posting business listings of such businesses on the website operated by or for Cme4.com (the "Service") currently located at www.cme4.com (the "Site") AND ALL CME4(ASSOCIATED, SUB TITLED SITES).COM.
1.2 Throughout the term of this Agreement (subject to Section 2.3(a)), Cme4.Com will list Customer’s business information on the Site, including the information in the format provided by the Customer to local sales representative and/or during the registration with the Site (the "Listing"). Any and all listing changes will be made through the office of Cme4.com. The customer is to fax any and all changes to our fax number and a change charge of twenty-five dollars will be billed to the customer’s credit card.

2. Payments.
2.1 In consideration of the Service to be provided by or for Cme4.com, Customer shall pay Cme4.Com the applicable fees specified on the Listing Rates and Features page of the Site on an annual basis throughout the term of this Agreement. Payment for the first year of Service shall be due upon execution of this Agreement. Customer shall pay Cme4.Com for each subsequent year of Service within ten (10) days after the anniversary of the date such Listing was initially posted on the Site.
2.2 Customer shall pay Cme4.Com all amounts due hereunder by depositing the appropriate amount into an account designated by Cme4.Com; provided that if specified by Customer on the previously completed Subscription Order, and subject to Cme4.Com’s approval, in lieu of such deposits Cme4.Com shall debit Customer’s designated credit card account.
2.3 If Cme4.Com does not receive the full amount owed by Customer for the Service in a given annual period due to bank charges, transfer fees, or the like, Cme4.Com will re-invoice Customer for the shortfall amount. Except as set forth in the foregoing sentence, if Cme4.Com does not receive the full amount owed by Customer for the Service in a given annual period within thirty (30) days after its due date, Cme4.Com may, in its sole discretion and in addition to any other rights or remedies it may have (a) suspend the Service, (b) impose a debt service charge amounting to one and one-half percent (1.5%) of the overdue balance (or, if such amount exceeds an applicable maximum amount allowed by law, the maximum allowed) for each month or fraction thereof the overdue amount remains unpaid and/or (c) terminate this Agreement. In the event of suspension or termination of the Service, in addition to paying any past due balance and/or debt service fees, Customer shall pay Cme4.Com twenty five dollars ($25.00) in order to reactivate the Service.

3. Rules and Regulations
3.1 The Site contains information, text, designs, images, graphics, style templates, icons, HTML code, sound and video recordings, animation and other materials and effects that are protected by copyrights, trademarks, service marks, trade dress or other intellectual or proprietary rights owned by Cme4.Com or other third parties (collectively, the "Materials"). Such Materials are provided for review for individual or internal business purposes. Any other use of the Site or the Materials is strictly prohibited without the express written permission of Cme4.Com or the applicable rights holder (including without limitation, modification, republication, deletion, transmission, public performance, distribution, proxy caching, uploading, posting, reproduction, redistribution or any other dissemination of the Site or the Materials).
3.2 Customer must comply with all applicable laws, regulations, or conventions including those related to data privacy, international communications, and exportation of technical or personal data.
3.3 Cme4.Com reserves the right to determine in its sole discretion whether Customer is in compliance with this Section 3.

4 Disclaimers; Limitation on Liability
4.1 CME4.COM DOES NOT GUARANTEE THAT THE SERVICE WILL BE CONTINUOUS OR PROVIDED AT ANY PARTICULAR TIME, OR THAT THE FACILITIES OR PROCEDURES FOR ACCESS TO CUSTOMER’S INFORMATION AND DATA CONTENT (INCLUDING THE LISTING) WILL BE SECURE. Cme4.com reserves the right to interrupt access to the Cme4.com server containing Customer’s information and data content in order to perform regular and emergency maintenance as needed.
4.2 THE SERVICE AND THE MATERIALS ARE PROVIDED ON AN "AS IS" BASIS AND AS AVAILABLE, WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS OR IMPLIED. Cme4.com EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE SITE (INCLUDING THE MATERIALS) OR THE SERVICE.
4.3 NEITHER Cme4.com NOR ANYONE ELSE INVOLVED IN PROVIDING SERVICES UNDER THIS AGREEMENT WILL BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CLAIMS OR DAMAGES FROM THE USE OF OR INABILITY TO ACCESS THE LISTING, OR FOR MISTAKES, OMISSIONS, SERVICE INTERRUPTIONS, DELETION OF FILES, LOSS OF DATA, ERRORS, DEFECTS, MISDELIVERIES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO Cme4.COM'S SERVER, RECORDS, PROGRAMS OR SERVICES. CME4.COM SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES WHATSOEVER RESULTING FROM ANY FAILURE OF THE INTERNET.
4.4 BY ENTERING INTO THIS AGREEMENT, CUSTOMER EXPRESSLY ACKNOWLEDGES THAT CME4.COM'S LIABILITY IS SPECIFICALLY LIMITED TO THE AMOUNTS PAID TO AND RECEIVED BY CME4.COM FOR THE SERVICE. CUSTOMER WAIVES ALL RIGHTS OF RECOVERY OF ANY DAMAGES, WHETHER ACTUAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL, THAT CUSTOMER MAY INCUR OVER AND ABOVE SAID AMOUNTS, INCLUDING, WITHOUT' LIMITATION, DAMAGES FOR LOST DATA, USE, PROFITS, INCOME, SAVINGS, LOSS OF OR DAMAGE TO PROPERTY, GOODWILL OR ANY CLAIMS OF THIRD PARTIES WHATSOEVER WITH RESPECT TO THE SITE (INCLUDING THE MATERIALS) OR THE SERVICE. Some states do not allow the exclusion or limitation of liability of consequential or incidental damages, so the above exclusions may not apply to all users; in such states liability is limited to the fullest extent permitted by law.

5 Indemnification; Representations and Warranties.
5.1 Customer agrees to defend, indemnify, and hold Cme4.com harmless from and against any and all claims and liabilities arising from (a) any injury to persons or property caused by any Listing or any item sold or advertised in connection with information and data provided to Cme4.com by Customer; (b) any claim that any Listing or any item sold or advertised in connection with information and data provided to Cme4.com by Customer does not comply with all local and international safety and labeling requirements and all other relevant local and international laws, treaties, regulations, ordinances, and the like; (c) any defamatory, libelous or illegal, or allegedly defamatory, libelous or illegal material contained within information and data provided to Cme4.com by Customer; (d) any material infringing or allegedly infringing on the proprietary rights (including but not limited to intellectual property rights) of a third party; (e) any third party claim arising out of third party access or use of any information and data provided to Cme4.com by Customer and (f) any breach by Customer of this Agreement. If any action or proceeding is brought against Cme4.com by reason of any such claims, Customer shall defend such action or proceeding at its sole cost by counsel satisfactory to Cme4.com. Cme4.com shall be promptly notified by Customer in the event that any claim or demand is made by a third party that may give rise to this provision. Any settlement of any such action shall require the prior written consent of Cme4.com, which consent shall not be unreasonably withheld.
5.2 Customer shall not use the Site (including the Service and the Listing) (a) for any illegal purpose, (b) to transmit any illegal, harmful, threatening, defamatory, scandalous, obscene, sexually explicit or graphic, hateful or other objectionable or legally actionable material of any kind (including private information about a person without that person’s consent), (c) to infringe, interfere with, abuse or otherwise violate the legal rights of any third party, (d) to send spam, flame or, introduce any trojan horses or viruses, or (e) for telemarketing, direct marketing, or other similar activities.
5.3 Customer warrants and represents as follows: (a) Customer is the owner of, or has the right to enter into this Agreement on behalf of the owner of, all right, title and interest, including copyright, if any, in and to any or all of the Listing, and the Listing will be furnished to Cme4.com free and clear of any and all encumbrances, liens, bugs and/or viruses of any nature whatsoever; (b) the Listing, and any portion thereof, does not in any way violate any existing law, or infringe upon, misappropriate, violate or constitute invasion or any proprietary right of any third person, firm, corporation or other entity, either in whole or in part; (c) Customer has obtained or will obtain prior to execution of this Agreement all necessary releases, including without limitation the releases of all persons or organizations whose name, voice, likeness, portrayal, impersonation, or performance is included in the Listing; and (d) Customer is solely responsible for, and has paid or will promptly pay, all amounts due any third-party content provider or other person or entity that has a right to receive any royalty or other payment as a result of the transmission or other use of the Listing as contemplated by or provided under this Agreement. Without limiting the foregoing, Customer agrees to notify Cme4.com in writing immediately in the event that any warranties and representations contained in this Agreement are no longer true.

6 Responsibilities of User.
Customer is solely responsible for (a) invoicing and collecting any fees which Customer charges to users of the Internet that access the Listing; (b) paying all taxes of any nature which become due with regard to the Service, except for taxes on Cme4.com's income, irrespective of which party may be responsible for reporting or collecting such taxes; (c) ensuring that the Listing does not contain any data or information which violates any law or regulation; (d) any content provided by or for Customer to Cme4.com, including, but not limited to, the accuracy and availability of the Listing; and (e) providing assistance to those who access the Listing.

7 Property Rights.
Cme4.com owns all right, title and interest in and to (a) Cme4.com’s trade names, service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of the Service or the Site and of the hardware and software systems and resources necessary to provide the individual elements of which they consist. Customer is expressly prohibited from reproducing, distributing, republishing or retransmitting any materials posted at the Site or stored on Cme4.com’s servers, including all graphic designs, style templates, icons, HTML code and other graphic elements without Cme4.com’s prior written consent. This Agreement does not constitute a license to use Cme4.cm’s trade names or marks. Any such license, if granted, must be the subject of a separate written agreement.

8 Privacy.
Cme4.com reserves the right to institute "filters" or other mechanisms to minimize Internet abuse. Cme4.com will not monitor or disclose Customer’s private e-mail messages unless required by law, but Cme4.com will cooperate with law enforcement authorities and will notify such authorities if it suspects Customer is engaged in illegal activities. All information exchanged between Cme4.com and Customer, unless otherwise agreed in writing in advance, is non-confidential.

9 Relationship of the Parties.
The relationship between Cme4.com and Customer is that of vendor and vendee, not as joint venturers, franchiser/franchisee, or employer/employee. This Agreement is a commercial agreement entered into for business purposes, not a consumer agreement. Customer has no authority, apparent or otherwise, to contract for or on behalf of Cme4.com, or in any other way legally bind Cme4.com in any fashion.

10 Arbitration.
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration before a single arbitrator in Temecula, California, and in accordance with the rules then in effect of the American Arbitration Association. Judgment rendered upon the award, including reasonable attorney's fees as may be awarded the prevailing party, may be entered in any court having jurisdiction. Nothing in this Agreement shall prohibit or restrict either party from seeking provisional relief in a court of competent jurisdiction, including, but not limited to, a temporary restraining order, preliminary injunctive relief, or a writ of attachment.

11 Term; Termination.
Unless otherwise terminated, this Agreement is effective for the term stated in the Subscription Order. Unless terminated by either of the parties in accordance with this Agreement, the term of this Agreement shall be automatically renewed for subsequent terms of the same length. This Agreement may be terminated by the parties as follows: (a) Unless otherwise provided for in this Agreement, either party may terminate this Agreement with or without cause, upon thirty (30) days notice to the other; or (b) Cme4.com may terminate this Agreement immediately if, based on Cme4.com’s sole judgment, it determines that Customer has breached this Agreement. In the event either party terminates this Agreement,(i) Customer shall pay Cme4.com all fees outstanding as of the date of such termination (ii) Cme4.com may, in its discretion, make or maintain, copies of Customer’s data files and records for archival purposes only and (iii) the following provisions shall survive in accordance with their terms: 4, 5, 7 and 8 through 16.

12 Non-Assignability.
Customer may not transfer or assign its rights and obligations under this Agreement directly or indirectly without the prior written consent of Cme4.com.

13 Severability.
The provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement, shall not be affected by such invalidity or unenforceability, unless such provision or the application of such provision is essential to the Agreement.

14 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of California.

15 Communications.
All notices may be sent by e-mail, fax, express mail, mail, or registered mail to the e-mail address, fax number, or address most recently provided and will be effective upon transmission.

16 Entire Agreement.
This Agreement sets forth the entire agreement and understanding between the parties and merges all prior discussions between them, including that Customer shall follow the terms and conditions of the Site posted on the Site that are hereby incorporated by reference into this Agreement, as they may be changed from time to time by Cme4.com in its sole discretion. Cme4.com may make changes to this Agreement upon ten (10) days' written notice to Customer, advising of the change and the effective date thereof. Utilization of the Service by Customer and/or any clients or customers of Customer, following the effective date of such change shall constitute acceptance by Customer of such change(s). Otherwise, this Agreement may not be modified except by the written consent of both parties.

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