Definitions. Defined terms are:
“You” or “your” means the individual or business entered as the Account owner during Account registration.
“We,” “us” or “our” means Dex Media, Inc. and our third party vendors.
“Order” means the online purchases made using your Account.
“Thryv” is cloud-based software as a service that allows you to run specifics aspects of your business technology, depending on the package selected, and may include customer management, online display, video, SEO, website and billing, invoicing and payment integration functions.
“License” is a limited, revocable, non-sub-licensable license to use Thryv.
“Subscription Period” is the amount of time Thryv is provided to you.
“Products” mean the individual products included with the Thryv package you select as further described in Section 3 below.
Packages. Please click on the applicable link below to view package details.
Term. Your Subscription Period for Orders you place independently via your Account are month-to-month and automatically renew until cancelled.
Revision/Termination/Suspension. You may cancel your Account at any time. Cancelation requests must be submitted as described in Section 15 below. Cancellations will be effective upon the expiration of your current Subscription Period. If you cancel within 48 hours of the end of your Subscription Period, we may not be able to stop your automatic payment. In the event you properly submit a cancellation request but are still charged for an additional Subscription Period, we will refund such charges. To avoid this situation, please submit cancellation requests more than 48 hours prior to the end of your Subscription Period. Except as expressly provided herein, no refunds will be provided. If your credit card is declined, your Account will be terminated within seven days if we fail to receive proper payment. You remain responsible for all accrued charges. If payment is received, monthly charges will resume. We may cancel all or any Thryv feature at any time and for any reason (even if previously approved). We have the right to terminate your Account if you violate the Agreement, or for any reason, or no reason, at any time. If your Account is terminated or suspended for any reason you agree: (a) to continue to be bound by these terms, (b) to immediately stop using Thryv, (c) that your License immediately ends, (d) that we reserve the right (but have no obligation) to delete all of your information and Account data stored on our servers, and (e) that we are not be liable to you or any third-party for termination or suspension of access to your Account or for deletion of your information or Account data.
Charges/Billing. You agree to pay the monthly licensing fee and any one-time charges listed on your Order. You will be responsible for any taxes due associated with such fees. The rates for Thryv do not include any services, including technical services, except as otherwise provided in your Thryv package. You agree to pay for any such services that you request at our standard rates.
Payment Terms. You agree to pay all charges in full by the billing due date. You may not withhold any payment for any reason. Fees are due monthly in advance unless otherwise indicated on your Order. We may apply payments from you, or monies owed to you, toward amounts owed under the Agreement or any other amounts you owe us. If you provide us a credit card or PayPal account, you authorize us to bill the card/PayPal account automatically at the start of each billing period. It is your responsibility to keep your payment method information current.
Late Charges. We will assess, and you agree to pay, late charges on 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.
Usage. You grant us and our third party vendors specific permission to provide, administer, monitor, track and access your Account for any administrative purposes we deem appropriate. You are authorized and we grant you a License to use Thryv solely to manage your Account(s). You agree that you will not use Thryv for any other purpose. You agree that you will not allow another person to use your Account to access or use Thryv under any circumstances. You are entirely responsible for maintaining the confidentiality of your Account and for any charges, damages, liabilities or losses incurred. You agree to immediately notify us of any unauthorized use of your Account or any other breach of security known to you. You should not share any protected health information within Thryv or via your use of Thryv. Thryv is not intended to be used to communicate protected health information, and it is not intended to be compliant with the Health Insurance Portability and Accountability Act (HIPAA). If you do share any protected health information, you do so at your own risk.
Operational Limits and Changes. You understand that any information or data provided by you to us may not be processed on a real-time basis and may be subject to the latency of the Internet, our systems, and networks of third party partners and search engines. In addition, you acknowledge that wireless carriers currently, or may implement changes in the future, that delay or prohibit Thryv being provided. We and our partners/vendors will not be responsible or liable for delays or non-delivery of the services caused by wireless carriers. You acknowledge that the operation of Thryv, including the Products, may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors, and we shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of Thryv. We will make reasonable efforts to keep the Thryv operational 24 hours a day/7 days a week, except for: (i) planned downtime; or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, third party service provider failures or delays, or Internet service provider failures or delays. You acknowledge that the complete privacy of your data and messages transmitted while using Thryv cannot be guaranteed.
Security/Digital Transactions. You are responsible for ensuring the security of all passwords we provide you. You also are responsible for all acts and omissions of your password users. You agree that the conduct of any password users in clicking on any on-screen buttons, or engaging in any other similar conduct, will be legally sufficient for all purposes to bind you to the same extent as though evidenced by your original signature. You waive all claims or defenses that are inconsistent with the foregoing acknowledgements. We may revoke your password or deny you or any password user access to any back office functionality, in whole or in part, at any time in our reasonable discretion. You acknowledge that the server space on which your Products are hosted, and the Internet connections through which any transactions are conducted in connection with e-commerce enabled advertising, will be unsecure.
Complying with the Law. You understand that you and your usage of Thryv must comply with all applicable bylaws, rules, and regulations, as well as amendments to these bylaws, rules and regulations (the “Laws”) related to the Thryv and the included features. This includes, but is not limited to, the Telemarketing and Consumer Fraud & Abuse Prevention Act, Telephone Consumer Protection Act of 1991, and The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003. Because technology law evolves so quickly, you understand that we may be required to change or discontinue Thryv, in whole or in part, in connection with amendments to any applicable Laws. Because you will have the capability to accept credit card payments using Thryv, you agree to comply with applicable Payment Card Industry Data Security Standards (“PCI DSS”) Laws with respect to all card data.
No Spam Policy. You agree not to use your Products for the posting or sending of, or include or reference any domain name(s) or URL(s) associated with your Products in, unsolicited commercial advertising, email, information, announcements, or other messages or any other unsolicited distribution commonly considered to be “Spam.” We may detect, manage, and eliminate Spam from your Products.
Our Rights/Remedies. If you or your affiliates do not pay all charges by 30 days after the due date, fail to meet any other obligation under this Agreement or under any other agreement between us, or make any Client Representation (defined below) or warranty that is or becomes untrue, we may, without notice: (i) require you to pay immediately all unpaid amounts you owe and will owe for your Account;(ii) remove, suspend, or modify your Account access; (iii) suspend or terminate your Account without liability; (iv) recover all collection costs and attorneys’ fees; and (vi) pursue any other available legal or equitable remedies. If we receive notice from another party contesting your right to use or display a name, trademark, service mark or other content, in addition to the remedies above, we may, without liability to you, cancel or suspend your Account or affected Thryv features until you have resolved the dispute with the other party to our satisfaction. We may also remove the disputed content immediately. We may change any content you submit via Thryv to conform to our standards, practices and policies or the policies of any third party on whose site, platform or network on which such content is published.
Notices/How to Contact Us. All notices must be in writing and sent by going to www.dexmedia.com/contact-us and completing the requested information in the “Send us a Message” section. Cancellation notices must include your business name, telephone number, and address, and must be directed to the Customer Service department. For questions about this Agreement or your advertising, please call Client Care at 844- DEXMEDIA (339-6334).
Limitation of Liability/Disclaimers. We are not responsible for any claim that arises between your customers and you related to use of Thryv. If you experience issues with your use of Thryv, you agree that we may, at our discretion, provide free advertising, but under no circumstances will refunds be provided. We will have no liability with respect to any services or features provided to you at no cost. The total aggregate liability for us and our affiliates for errors, negligence, any breach of this Agreement, and any other cause of action or wrongful act is limited to the amount you have paid under your Account for Thryv prior to any claim. We are not liable for consequential damages, punitive damages, incidental damages, or damages for harm to business, lost revenues, profits, or goodwill, or any other special damages, whether the claim is based on negligence, breach of contract or express or implied warranty, strict liability, misrepresentation, statute, tort, or any other theory of recovery, even if you or we knew such damages could or may result. We disclaim any obligations, representations, or warranties, whether express or implied, that are not expressly set forth in the Agreement including any warranty of merchantability or fitness for a particular purpose. Without limiting the generality of the foregoing, we do not warrant and you expressly disclaim any reliance on any statements or representations, including estimates, not contained in the Agreement. The limitations in this Section shall apply notwithstanding any failure of essential purpose under this Agreement. We are not liable to you for any deviation from or change in our policies, practices, and procedures.
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), including any dispute regarding Thryv, will be referred by the aggrieved party to binding arbitration under the Commercial Rules of the American Arbitration Association (AAA). The arbitration shall occur in Dallas County, Texas unless we mutually agree to another location. Thryv shall be deemed to have been provided in Texas. The arbitration hearing shall be held within 6 months after the filing of the arbitration demand with the AAA.
Your Content. “Client Content” means content you, or any person(s) using your Account login, supplies to us for publishing, posts directly, or asks us to use in a Thryv. You grant us, our third party associates and their third party associates a perpetual, royalty-free, sub-licensable, non-exclusive, fully-paid, worldwide, irrevocable right and license to store, use, copy, record, modify, display, publish, publicly perform, distribute (in any form or media), transmit by any means, and create derivative works from the Client Content.. You are solely responsible for the Client Content and will produce and deliver all Client Content in accordance with our then current guidelines, procedures, technical requirements, and deadlines. If you fail to comply, we may cancel or suspend your affected Thryv features.
Our Rights in Content/Copyright/Trademarks. If we create or supply any content for your use with Thryv, the content we create is our sole and exclusive property, except for Client Content and content we license from a third party. We may supply such content to other our other clients. You agree that you have no right to use that content apart from Thryv without our written permission. You agree that we own the copyright in, and all copyrighted portions of the Thryv service. You agree not to use or alter any trademark, trade name, trade dress or any name, picture or logo that is commonly identified with us or our affiliates unless permission is granted by us in writing. You agree that: (i) we may truncate, edit, refuse, reject or exclude from any use in connection with the Products any content we obtain or links we establish under the licenses you grant us herein; (ii) we may modify, expand, or utilize data within, augment content from, or add links to your Products to develop searchable and user value-add data that may appear in response to searches by end users; (iii) we and our contractors may use search algorithms and other methods to map end user search terms to categories and keywords that you select; and (iv) the search terms in response to which your Products may appear on the Internet may differ from the specific categories and keywords that you selected.
Indemnification. You agree to defend, indemnify and hold us and our agents, representatives, employees, and affiliates harmless from any liability or costs, including attorneys’ fees and expenses, resulting from: (a) any breach of a Client Representation; (b) your failure to comply with all Laws; (c) any act, omission or fault of you or your employees, agents or contractors in connection with your use of Thryv; (d) any claim that the Client Content or other information provided by you violates any applicable Law or infringes on any third party patent, copyright, trademark, trade secret or other intellectual property or proprietary right; (e) any communication you send through Thryv or your collection or use of any information obtained through Thryv; (f) any transactions initiated through Thryv and any payment processing services. You will continue to be obligated by this Section even after the termination of the Agreement.
Governing Law and Jurisdiction. You agree that the Agreement will be governed by Texas law. Exclusive venue and jurisdiction for all claims and disputes that are not subject to arbitration pursuant to Section 14 will be in the state and federal courts located in Tarrant County, Texas.
Entire Agreement. This Agreement constitutes the entire agreement between you and us and supersedes all prior agreements and representations, whether express or implied, written or oral, with respect to Thryv. You agree not to include any limiting endorsement on a check or other form of payment, and we may cash a check containing a limiting endorsement or accompanied by any limiting instruction without affecting your obligations or our rights. Neither you nor any Dex Media employee or agent is authorized to change or add to the Agreement or any other documents that are part of the Agreement in any way, and any purported change or addition, whether oral or written, is void.
Assignment. The Agreement is binding on you and your successors. We may assign the Agreement, but you may not without our prior written consent.
Miscellaneous. Except as otherwise set forth in the Agreement, neither you nor we will lose any of our rights under the Agreement, even if you or we do not enforce a right or delay in enforcing a right. Neither party will be liable for any damages arising from acts of God or events outside of that party’s reasonable control.
Severability. If any provision of the Agreement is found to be unenforceable, the rest of the Agreement will remain in full force and effect.
Electronic Signature. You agree that your acceptance of these Terms and Conditions, given electronically, will have the same legal effect as if these Terms and Conditions had been personally signed in writing by you. Our imaged copy of these Terms and Conditions will be deemed a duplicate original for evidentiary purposes.
Contact by Us. Following the acceptance of these Terms and Conditions, we have the right to correspond with you via email or text. This includes, but is not limited to, promotional offers, terms and conditions, transactional communications, and renewal and unable to contact notices. To opt out of the email communication process, contact Client Care at 844-DEXMEDIA (339-6334). To opt out of text, follow opt out instructions included in the actual text message. You agree that we may also contact you regarding your Account, or offers to provide Products, whether by live telephone, recorded message, U.S. mail or other mail, or facsimile. You agree that telephone conversations between you and us or our agents may be monitored and/or recorded (including Recorded Oral Agreements).