Profile Listing Service Agreement

Effective September 01, 2006

ACKNOWLEDGEMENT AND ACCEPTANCE OF SERVICE AGREEMENT

The Find Counseling.com Profile Publishing Service ("Find Counseling.com Profile Publishing" or the "Service"), owned and operated by Mir Internet Marketing, Inc. ("Mir"), is provided to you ("you" or "Applicant") under the terms and conditions of this Find Counseling.com Profile Publishing Service Agreement (the "Agreement").
BY COMPLETING THE SERVICE REGISTRATION FORM AND CLICKING THE "I ACCEPT" BUTTON, YOU REPRESENT AND WARRANT THAT YOU ARE A LICENSED MENTAL HEALTH PRACTITIONER LEGALLY ELGIBLE TO PROVIDE THE MENTAL HEALTH SERVICES YOU OFFER, THAT YOU AGREE TO PROVIDE TRUE, ACCURATE AND COMPLETE INFORMATION AS PROMPTED BY THE REGISTRATION FORM, AND THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT.
Mir reserves the right, in its sole discretion, to change, modify, add, or remove all or part of the Agreement at any time with our without notice. Please refer back to this Agreement often.

DESCRIPTION OF FINDCOUNSELING.COM PROFILE PUBLISHING SERVICE

Find Counseling.com Profile Publishing Service is a fee-based service that allows you to publish details about your private or group mental health practice (the "Listing") on the Find Counseling.com directory (the "Directory") of mental health professionals. Approval of your Listing is not guaranteed. Subject to the terms below, and in Mir's sole discretion, if your Listing is accepted for publication, then your Listing's continued acceptance will be subject to an additional review each year and to the applicable, then-current NON-REFUNDABLE recurring annual fee ("Recurring Annual Fee"). In consideration of your payment and participation in Find Counseling.com Profile Publishing Service in accordance with this Agreement, Mir agrees that its directory team will review your Listing for possible publication, and respond to you within a reasonable time from the date that you submit your profile for consideration. Response times are measured on Mir's mail servers.
In order for Mir to consider your Listing for publication on Find Counseling.com, you must submit a valid credit card number as part of the registration form. You agree that your credit card will be charged the then-current, applicable NON-REFUNDABLE fee for expedited review and response. If your profile is published, you agree that each year, your Listing will be subject to an additional review for minimum publishing criteria and your credit card will be charged the then-current Annual Fee. Mir reserves the right to remove your Listing from Find Counseling.com for any reason, in our sole discretion, including but not limited to failure to meet the minimum criteria in section III.A. below.
The current fee for Find Counseling.com Profile Publishing Service for initial consideration in the Directory is a NON-REFUNDABLE fee of US $300.00 applicable for each listing submitted. You acknowledge that the payment of this fee is for consideration of your listing AND DOES NOT IN ANY WAY GUARANTEE THAT YOUR LISTING WILL BE PUBLISHED ON FINDCOUNSELING.COM. Your payment only guarantees that Mir will consider and respond to your request within a reaonable time, by either accepting or not accepting your listing. You expressly agree to pay to Mir such fee whether or not your site is accepted or denied inclusion. If your practice is accepted for inclusion in the Directory, then your practice's continued inclusion in the Directory will be subject to an additional annual review for compliance with the minimum publishing criteria and you agree that your credit card will be charged the then-current Recurring Annual Fee. Subject to Section I.C. above, the current Recurring Annual Fee is US $300.00. If Mir is unable to successfully charge your card or if the charge is refused, your site will be removed. IT IS THE APPLICANT'S RESPONSBILITY TO KEEP CREDIT CARD INFORMATION CURRENT.
NOTHING IN THIS AGREEMENT OBLIGATES MIR TO LIST, LINK TO, ACCEPT OR OTHERWISE HOST YOUR LISTING ANYWHERE IN THE DIRECTORY. IN ADDITION, IF YOUR LISTING IS ACCEPTED, NOTHING IN THIS AGREEMENT OBLIGATES MIR TO PLACE YOUR LISTING WITHIN A SPECIFIC CATEGORY OR SUBCATEGORY OF FINDCOUNSELING.COM, OR TO PROVIDE ANY COMMENTS OR ANNOTATIONS WITH THE LISTING OF YOUR PRACTICE.
Please note that Find Counseling.com Profile Publishing Service is only open to mental health professionals or groups that DO NOT ALREADY EXIST in the Directory. Do not submit your individual or group practice to the Find Counseling.com Profile Publishing Service if your practice or group already appears in the Directory. IF YOU SUBMIT AN INDIVIDUAL OR GROUP PRACTICE THAT ALREADY EXISTS ON THE SITE THROUGH FINDCOUNSELING.COM PROFILE PUBLISHING OR DIRECTORY SUBMIT, YOUR CREDIT CARD WILL BE CHARGED THE THEN-CURRENT, APPLICABLE FEE FOR EXPEDITED REVIEW. Nor should you submit change requests to the Find Counseling.com Profile Publishing program. If you need to make a change to your Listing in the Directory, you must log in and use the change form, NOT Find Counseling.com Profile Publishing Service. IF YOU SUBMIT CHANGE REQUESTS THROUGH FINDCOUNSELING.COM PROFILE PUBLISHING SERVICE, YOU WILL BE CHARGED THE THEN-CURRENT, APPLICABLE FEE FOR EXPEDITED REVIEW, AND THE CHANGES YOU SUBMIT WILL NOT BE MADE.

MINIMUM LISTING CRITERIA

All Listings submitted to Find Counseling.com Directory Submit must meet the following minimum criteria:

The listing must be complete (the survey must be filled out completely);
The official business name, street address, and phone number must be present;
The individual described in the listing may not appear in the Directory under a different name or listing;
The listing must be in the English language;

THESE CRITERIA ARE MINIMUM REQUIREMENTS ONLY, AND MIR, IN ITS SOLE DISCRETION, MAY CONSIDER OTHER CRITERIA BEFORE ACCEPTING, REJECTING, OR REMOVING A SITE.

SELECTION AND LISTING OF PROFILES

Mir reserves the right to decide whether, where, and how a Profile is listed in the Directory. If Mir accepts your profile for inclusion in the Directory, Mir will consider your preferences, but reserves the right to list your profile in any category or subcategory as Mir deems appropriate, in its sole discretion. Mir reserves the right not to include any specific keywords, comments, or annotations with the listing of a profile in the Directory.
Mir also reserves the right, in its sole discretion, to remove your profile from the Directory, move the Listing to a different category or subcategory, and change or remove any keywords, comments, or annotations at any time, for any reason, including but not limited to, a change in the nature, business, goods, or services or content in the profile. Please note: Find Counseling.com only accepts profile listings for properly-licensed mental health professionals and groups.
Any and all press releases and other public announcements related to your inclusion or possible inclusion in the Directory, including the method and timing of such announcements, must be approved in advance by Mir in writing. Mir reserves the right to withhold approval of any public announcement in its sole discretion.
Your Find Counseling.com profile page and all materials submitted to Mir for consideration as part of your Profile Listing will, upon Mir accepting your request for listing, be exclusive to Find Counseling.com for the duration of such listing with Find Counseling.com. You will not submit your Profile Listing to any listing service, internet-based marketing service, web-based directory, or other online guide offering services similar to or competitive with Mir.

FEEDBACK

Mir will contact Applicant by email describing whether the Profile Listing has been accepted or rejected. If the profile is rejected, Applicant is entitled to request one reconsideration, or appeal, of the Listing at no additional charge by sending an email to the address provided by Mir. Mir must receive the Applicant's email within thirty days from the date that Mir transmits the rejection email to the Applicant. If the request is timely received, Mir will again review the Applicant's profile and will then notify Applicant of its final decision regarding including the profile Listing in the Directory. If Mir reaffirms its denial of the Listing, no further appeals or submissions will be considered.
If Mir accepts a suggested Profile Listing, Applicant is entitled to request one reconsideration of the placement of the site, comment fields, title, etc, at no additional charge by sending an email to the address provided by Mir. Mir must receive the Applicant's email within thirty days from the date that Mir transmits the acceptance email to the Applicant. If a timely request is received, Mir will again review the Applicant's Profile Listing and will then notify Applicant of its final decision regarding the Listing. Once a Profile is included in the Directory, if Applicant makes any substantial changes to the profile, Applicant must comply with Mir's standard change process form to make any changes to the Listing in the Directory.
Upon Mir’s acceptance of your application for Listing, you agree to thereafter maintain current information on the Listing and update Listing information within a reasonable period of time after any such change. Mir may terminate or suspend a Listing with incorrect information without Mir incurring any obligation to notify you of such action or refund any fees.
You are free to make updates, revisions and modifications to your Listing as and when you deem necessary or appropriate. You will make updates, revisions and modifications to your Listing as required by any governmental licensing authority with jurisdication over your practice. Each time a change is made to a Listing, a Mir employee will be notified and such employee may review both the changes made and the history of the Listing. If Mir determines in its sole discretion that an Applicant is seeking to manipulate their Listing to impact or alter their ranking, or otherwise failing to adhere to Mir’s Listing update protocols, Mir reserves the right to remove, terminate or suspect Listings or the accounts of such Applicants.

TERMINATION

If you wish to terminate participation in the Find Counseling.com Profile Publishing program, you must send a notice to Mir as set forth in Section XI, "Notices," below. Please state that you wish to terminate your inclusion in the Find Counseling.com Profile Publishing service. To avoid your credit card being billed for the Recurring Annual Fee, requests for termination must be received by Mir at least five (5) business days before the end of the year that you intend to be your last year of participation. The "end of the year" is defined as 365 days from the date that your profile was added to the Find Counseling.com Directory as noted on the confirmation emailed to you at that time. Once Find Counseling.com receives such notification from you, your participation in the Find Counseling.com Profile Publishing program will cease, and your listing will be removed at the end of the year. If you request that your listing be removed before the end of a year for which you have pre-paid the Recurring Annual Fee, you agree that Mir will not be required to refund any portion of such fee.

APPLICANT PRIVACY

Mir maintains information about Applicant on Mir servers, including but not limited to Applicant's registration information. Applicant agrees that Mir may use such information in aggregate form for marketing or other promotional purposes. Applicant agrees that Mir may disclose such information in the good faith belief that such action is reasonably necessary: (a) to comply with the law or legal process; (b) to enforce this Agreement; or (c) to protect the rights or interests of Mir or others; provided, however, that nothing in this section shall impose a duty on Mir to make any such disclosures.
Mir may contact Applicant regarding Find Counseling.com Profile Publishing using the Applicant's email address provided during the registration process (or as updated by Applicant). Such email messages may contain opportunities regarding special offers and new products from Mir's advertisers.

INDEMNITY

Applicant agrees to indemnify, defend and hold harmless upon demand Mir, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, for all losses and costs related to any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of Applicant's use of or listing in the Service, the acceptance or rejection of Applicant's suggested profile, any alleged violation of this Agreement, or any alleged violation of any rights of others. Mir reserves the right, at its own expense, to assume the sole and exclusive defense and control of any matter subject to indemnification by Applicant, which shall not excuse Applicant's indemnity obligations.

DISCLAIMER OF WARRANTIES AND LIABILITIES

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.
MIR, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL OR EQUITABLE THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF MIR IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM APPLICANT'S USE OF OR INABILITY TO USE THIS SERVICE, MIR'S ACCEPTANCE OR REJECTION OF A SUGGESTED PROFILE, OR MIR'S CONTINUED LISTING OF A PROFILE IN THE DIRECTORY.
MIR'S LIABILITY TO APPLICANT SHALL NOT, FOR ANY REASON, EXCEED THE AMOUNT ACTUALLY PAID BY APPLICANT TO MIR UNDER THIS AGREEMENT.

FORCE MAJEURE

Mir is not liable for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of God, terrorism, or other causes beyond its reasonable control.

NOTICES

Any notices or communications under the Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to Mir, such notices shall be addressed to directorysubmit@findcounseling.com or to Find Counseling.com Profile Publishing Producer at 818 Harrison Street, Oak Park, Illinois 60304, USA. If to Applicant, such notices shall be addressed to the electronic or mailing address specified in Applicant's Service registration form, or such other address as either party may give the other by notice as provided in this Section. It is the Applicant's responsibility to provide an accurate address and to ensure that Mir is notified of any changes to Applicant's address as specified in this Section.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the Service and supersedes all previous or contemporaneous proposals, both oral and written, representations, writings and all other communications between the parties with respect to such subject matter, excluding the Find Counseling.com Terms of Use and the Find Counseling.com Privacy Policy.

GENERAL

The Agreement and the relationship between Applicant and Mir are governed by the laws of the state of Illinois, U.S.A., without regard to that state's conflict of laws rules. Applicant and Mir hereby submit to the personal and exclusive jurisdiction of the Superior Court of the State of Illinois for the County of Cook or the United States District Court for the Northern District of Illinois for the resolution of disputes arising from or in connection with this Agreement. Mir's failure to exercise or to enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and in the Agreement, without statutory presumptions against the drafter, and they agree that all other provisions of the Agreement will remain in full force and effect. The parties expressly agree that the United Nations Convention for the International Sale of Goods does not apply to this Agreement. Applicant agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Service or to the Agreement must be filed in the courts of the State of Illinois for the County of Cook or the United States District Court for the Northern District of California within one (1) calendar year after such claim or cause of action arose or be forever barred.
The section titles in the Agreement are for convenience only and have no legal or contractual effect.