3.       Rules and Regulations

5 Indemnification; Representations and Warranties.

5.1 Customer agrees to defend, indemnify, and hold FindCTbiz.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 FindCTbiz.com by Customer; (b) any claim that any Listing or any item sold or advertised in connection with information and data provided to FindCTbiz.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 actual or alleged defamatory, libelous or illegal material contained within information and data provided to FindCTbiz.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 FindCTbiz.com by Customer and (f) any breach by Customer of this Agreement. If any action or proceeding is brought against FindCTbiz.com by reason of any such claims, Customer shall defend such action or proceeding at its sole cost by counsel satisfactory to FindCTbiz.com. FindCTbiz.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 FindCTbiz.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 Listings are accepted upon the representation that Customer has the right to publish the contents of the Listing without infringement of any rights of any third party.  Customer agrees to indemnify and hold FindCTbiz.com harmless against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by FindCTbiz.com in connection with any claims of any kind arising out of publication of the Listing (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or deceptive advertising or sales practices) and/or any material of Customer to which users can link through the advertisement. Without limiting the foregoing, Customer agrees to notify FindCTbiz.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) ensuring that the Listing does not contain any data or information which violates any law or regulation; (b) any content provided by or for Customer to FindCTbiz.com, including, but not limited to, the accuracy and availability of the Listing; (e) providing assistance to those who access the Listing; and (f) following the terms of use posted on the Site that are hereby incorporated by reference into this Agreement, as they may be changed from time to time by FindCTbiz.com in its sole discretion. .

7 Property Rights.
FindCTbiz.com owns all right, title and interest in and to (a) FindCTbiz.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 FindCTbiz.com’s servers, including all graphic designs, style templates, icons, HTML code and other graphic elements without FindCTbiz.com’s prior written consent. This Agreement does not constitute a license to use FindCTbiz.com’s trade names or marks. Any such license, if granted, must be the subject of a separate written agreement.

8 Term; Termination.
The term of this Agreement will begin when FindCTbiz.com accepts Customer’s Listing and will end upon the earlier of the Listing expiration date or when otherwise terminated hereunder. This Agreement may be terminated by the parties as follows: (a) Customer may terminate this Agreement within the first thirty (30) days of this Agreement with or without cause by providing thirty (30) days written notice of termination.  (b) FindCTbiz.com may terminate this Agreement with or without cause by providing thirty (30) days written notice of termination.  (c) Unless otherwise provided for in this Agreement, FindCTbiz.com may terminate this Agreement immediately if, based on FindCTbiz.com’s sole judgment, it determines that Customer has breached this Agreement.  FindCTbiz.com’s failure to enforce performance of any provision in this Agreement will not constitute a waiver of FindCTbiz.com’s right to subsequently enforce such provision or any other provision of this Agreement.  In the event either party terminates this Agreement,(i) Customer shall pay FindCTbiz.com all fees outstanding as of the date of such termination (ii) FindCTbiz.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, and 7 through 11.

9 Miscellaneous.
This Agreement (i) shall be governed by and construed in accordance with the laws of the State of Connecticut, without giving effect to principles of conflicts of law, (ii) may be amended by FindCTbiz.com upon ten (10) days written notice to Customer and may not otherwise be amended except by written agreement executed by both parties; (iii) constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties; and (iv) may not be assigned or transferred by Customer without FindCTbiz.com’s prior written consent.