THIS LISTING AGREEMENT (THE “AGREEMENT”) IS ENTERED INTO BY AND BETWEEN THE ENTITY LISTED BELOW (“YOU,” “YOUR”) AND ASSISTED LIVING CENTER LLC (“ALC,” “WE,” “US,” “OUR”). PLEASE CAREFULLY READ THIS AGREEMENT.  BY INDICATING BELOW THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE ENTERED INTO A LEGALLY BINDING AGREEMENT WITH ALC.

  1. ALC Services.  
    1. Listing Services. ALC offers directory listing services that enable you to make information about your facility and services available to those searching for senior living options via the internet. Our directory listing services include a profile on www.assistedlivingcenter.com (the “Site”), which will: (i) describe your facility and services; (ii) include up to [xx] images of your facility; (iii) display your contact information; and (iv) incorporate reviews of your facility from publicly available sources, such as Google (collectively, the “Listing Services”).  As part of the Listing Services, we will provide you with up to [xx] hours of professional services to assist you in developing content for your profile.
  2. Fees and Payment.
    1. Fees and Payment. ALC will automatically charge the credit card you provide on the first [day] of each month during the Term for the full amount of the listing package you selected [how will the packages be displayed to the customer? need to tie in the difference in services to the difference in service descriptions in (b) if there are any], unless you terminate your listing package in accordance with Section 3 below.  All transactions are final. Any and all late payments will accrue interest at the rate of 1.5%, or the highest rate permitted by law, whichever is less. ALC may change its prices upon thirty days written notice to you.
    2. Credit Card Processing. You acknowledge and agree that ALC uses Paysimple, Inc. to process your payments and does not receive or store your credit card information.
  3. Term and Termination.  
    1. Term. The term of this Agreement will begin on the date of last signature below and continue until terminated in accordance with this Section 3 (the “Term”).
    2. Termination.
      1. By You. You may terminate the Listing Services at any time; provided however that if you do not email service@assistedlivingcenter.com at least two (2) business days prior to the first day of a calendar month you will be charged the full amount for the applicable month in accordance with Section 2(a) above.
      2. By ALC. We may discontinue the Listing Services at any time upon written notice to you.
      3. Effect of Termination. Upon termination, all rights and obligations under this Agreement will terminate. The follow sections will survive termination or expiration of this Agreement: 3(b)(iii), 5, 8, 9, 11, 12 and 13.
  4. Your Materials.  In connection with the Listing Services, you will provide us with any materials, images or other information we reasonably request to complete your profile (“Your Materials”).  You will keep Your Materials uo to date during the Term and promptly provide us with any changes to Your Materials. You grant us and our affiliates a worldwide, non-exclusive, royalty-free right and license to use, reproduce, display and distribute Your Materials in connection with the Listing Services, including to promote you, your services, and the Listing Services. We may make reasonable alterations to Your Materials for these purposes, but will not modify your trademarks or logos from the form provided by you, except to resize them as necessary for presentation. You are responsible for and assume all liability for Your Materials.
  5. ALC Materials. ALC retains all rights in and to the Site and any content we develop or create as part of the Listing Services, including without limitation, any content that we develop or create for your profile. ALC reserves the right to determine the content, appearance, design, functionality, and all other aspects of the Site and Listing Services, including by modifying, removing or restricting access.
  6. Representations and Warranties.  You represent and warrant that: (a) you will comply with all applicable laws and regulations in connection with the the services you offer; (b) you have all necessary licenses and permits required to conduct your business; (c) nothing in Your Materials is infringing, false, misleading, defamatory, libelous, slanderous, harassing or threatening, or infringes or misappropriates any copyright, trademark, right of publicity, moral right, trade secret, or other proprietary right; and (d) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations under this Agreement.
  7. Disclaimer. The Listing Services are offered “as-is” and “As-AVAILABLE,” without warranty of any kind. To the maximum extent permitted by applicable law, ALC disclaims all warranties of any kind, whether express, implied or statutory and does not guarantee or warrant that the Listing Services will be APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU OR ANY THIRD PARTY MAY CHOOSE TO PUT THEM. YOU ACKNOWLEDGE AND AGREE THAT ALC PROVIDES A TECHNOLOGICAL PLATFORM TO FACILITATE THE SEARCH FOR AN ASSISTED LIVING FACILITY BETWEEN INDIVIDUAL CONSUMERS AND ASSISTED LIVING FACILITIES, WHICH MAY INCLUDE PROVIDING YOUR INFORMATION TO THE COMPANIES THAT ALC PARTNERS WITH, SUCH AS ENTITIES PROVIDING SENIOR CARE REFERRAL SERVICES. ALC OPERATES INDEPENDENTLY OF THE PARTNERS THAT WE MAY CONNECT YOU WITH, INCLUDING THOSE ENTITIES PROVIDING SENIOR CARE REFERRAL SERVICES, AND IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF SUCH ENTITIES, INCLUDING WITHOUT LIMITATION THE ACCURACY OF ANY INFORMATION PROVIDED BY SUCH ENTITIES.  YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE SERVICES YOU OFFER, INCLUDING YOUR COMPLIANCE WITH APPLICABLE LAWS, RULES, CODES OR REGULATIONS, INCLUDING WITHOUT LIMITATION, HEALTH AND SAFETY REGULATIONS AND CODES AND LICENSURE LAWS AND THE TERMS AND CONDITIONS PURSUANT TO WHICH YOU OFFER YOUR SERVICES.
  8. Indemnification. You agree to indemnify, defend and hold ALC, its members, employees and agents harmless from and against all claims, demands, suits or other proceedings, and all resulting loss, damage, liability, cost, and expense (including attorneys’ fees), brought by any third party in connection with or arising out of Your Materials, your violation of any applicable law, regulation or code or the services you offer. We reserve, and you grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by you hereunder.
  9. Limitation of Liability.  To the maximum extent permitted by applicable law, ALC will not be liable for: (a) any indirect, incidental, special, consequential, or exemplary damages (including damages for loss of profits, goodwill, use, or data), even if we have been advised of the possibility of damages or losses; or (b) any breach by any third party of any contract with you. Without limiting the generality of the foregoing, the aggregate liability under this Agreement of ALC will not exceed the total amount of fees paid by you under this Agreement in the six (6) months immediately preceding the event giving rise to the applicable claim.  
  10. Public Statements.  You will not refer to us, orally or in writing, in any manner that implies sponsorship or endorsement by ALC.
  11. Governing Law.  This Agreement will be construed and enforced in accordance with the laws of the State of Georgia, without reference to its choice of laws rules. The parties agree that exclusive jurisdiction over and venue of any claim, action, or proceeding arising out of or relating to this Agreement will be in the federal and state courts of Atlanta, Georgia, and neither party will commence or prosecute any claim, action or proceeding other than in those courts.
  12. Non-Exclusive Rights; Independent Contractors.  ALC reserves the right provide the Listing Services to third-parties who may offer products or services that compete with your products or services. Both parties are independent contractors, and this Agreement does not create any partnership or joint venture relationship between them. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
  13. Miscellaneous.  This Agreement represents the entire agreement between the parties regarding its subject matter and supersedes any prior or contemporaneous oral or written agreements or other communications between the parties regarding the subject matter of this Agreement. This Agreement may only be modified by written amendment signed by both parties. This Agreement is for the benefit of the parties only, and does not confer any right or benefit on any third party. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions of this Agreement will remain in full force and effect and will be liberally construed in order to fulfill the intent of this Agreement. You may not assign this Agreement without prior written approval from ALC. Subject to the foregoing, this Agreement will be binding on and enforceable by the parties and their respective successors and permitted assigns. All notices to us must be in writing and sent by e-mail, prepaid registered letter or receipted commercial courier to an address specified for us. Notices to you may be sent by e-mail or communicated by other means specified by us.  You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.