Detailed Explanation of Your Thryv/DexYP (Dex Media) Contract
Read this before signing up with Thryv/DexYP (Dex Media), and find out EXACTLY what you're agreeing to when you sign their contract.
When you sign up with Thryv/DexYP (Dex Media), you'll be asked to sign a contract. It's a long contract with lots of content and legal mumbo jumbo. But it's important to know what you're signing up for so you can make an informed decision.
You can read all of the Thryv/DexYP contracts and agreements on their Terms and Conditions website HERE and HERE. However, below I've highlighted some of the more disturbing components of these contracts.
DISCLAIMER: The information provided on this website does not, and is not intended to, constitute legal advice; instead, all information and content on this site are for general informational purposes only. You should contact an attorney to obtain advice with respect to any particular legal matter. The assumptions I've stated on this page are only personal assumptions and opinions, not facts.
"By signing the Services Agreement, by agreeing electronically or by recorded oral agreement (herein so called) or by using our Services, you are agreeing to these Terms and Conditions as well as all applicable Service Terms."
So even if you don't sign anything, if you agree to their services orally (verbally), and/or you start to use any of their services, that constitutes a legally binding contract. And yes, verbal agreements are legally binding, although they "might" not hold up in court (https://www.lawdepot.com/blog/are-verbal-agreements-legally-binding/).
"You agree that we may, at any time and without notice to you, increase or decrease the Issue Period by up to six months."
So if you agree to a 6-month contract, they can increase it to 12 months without your knowledge or consent.
"We... are not liable for... 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 this Agreement warranty of merchantability or fitness for a particular purpose... We... do not warrant and you expressly disclaim any reliance on any statements or representations, including estimates, not contained in the Agreement, including without limitation the number of responses to your Services, the number of persons who will view your Services, or any other business benefit... We are not liable to you for any deviation from or change in our policies, practices, and procedures, including without limitation those regarding the placement, position, or location of Services, headings, or categories."
In a nutshell, they can be negligent and misrepresent their services, even if they know it can hurt your company, but if you were foolish enough to rely on their claims, too bad!
What is an "express warranty"? It's a verbal or written guarantee. So if the salesperson says, "I guarantee you'll get 100 paying customers per month", that's an express warranty. If this guarantee doesn't come to fruition, they're not liable.
What is an "implied warranty"? It's a logical assumption, like buying a car from a car dealer with the implied warranty that it runs, or buying a hamburger with the implied warranty that it's edible. They are not liable for breach of this type of warranty either, so if you assumed that the service would work and it didn't, that's your mistake!
"We do not guarantee that you will receive proofs of your Services."
If the ads are wrong, that's on you.
"Your Digital Services will automatically renew for successive one-month terms unless we receive written cancellation notice at least 30 days before the end of the Initial Term or any Renewal Term... You agree that the then-current undiscounted rates and terms and conditions will apply to automatically renewed Services."
The 30-day cancellation notice is self-explanatory, but the second part where you agree to undiscounted rates could use some clarification. What that means is that if your sales rep gave you discounted rates when you signed up (say for instance, $300 a month instead of their regular $600 a month rate), they will renew at their current rate, which could end up being even more than the original regular rate.
"You agree that you may not withhold any payment for any reason, including any dispute between you and us."
If they drop the ball, you're still on the hook.
"Any claim, controversy, or dispute that arises under or relates to this Agreement..., including any dispute regarding any Listing or Service, any omissions, incorrect phone numbers or other errors, and any Service placement concerns, shall be referred by the aggrieved party to binding arbitration under the Commercial Rules of the American Arbitration Association. The arbitration shall occur in Dallas County, Texas unless we mutually agree to another location."
If they make any errors, your only recourse is to go to Texas for an arbitration hearing.
"We reserve the sole right to determine (and may change at any time without notice to you) the design, content, size, geographic coverage, distribution, and appearance of, and the types of advertising offered in, our publications and our Digital Platforms and how, where, how many, when, and whether they are published, distributed, reissued, or displayed. We may reject all or any portion of the Services at any time and for any reason (even if previously approved)... We may change each name, street address, Internet address, and telephone number or any other content... We may redirect calls arising from Services of other advertisers to you..."
They don't guarantee that the ads you're paying for will get published, they may change the contact information in your ads, and the most worrisome of all: They may forward calls meant for other customers, to you. Which of course means they can forward your calls to your competitors! The phone numbers they put in the Google Pay-Per-Click ads are tracking numbers that they own. But why would they forward your calls to someone else? Imagine this scenario: Joe Schmo Roofing has a $1,000 monthly budget for Pay-Per-Click, but your budget is only $300. It might be in their best interest to forward some of your calls to him to max out his much higher budget.
"You hereby grant us and our licensees a non-exclusive, worldwide, paid-up, royalty-free, transferable, perpetual, irrevocable right and license to, use, copy, publish, distribute, syndicate, reformat and duplicate... any and all listing content... that you provide... We may sublicense this right to any Listing Partners and other online partners. This license will survive any termination or expiration of these terms and conditions."
They've really covered all their bases here, didn't they? This just means that they (and anyone they sell or share with) can use everything you send them, wording, images, whatever, however and wherever they please. Even in your competitors' ads. For all eternity ("perpetual"), even after you stop working with them!
"We shall not be liable or responsible for any failure, outage, or other circumstances that may cause any or all of the telephone calls to the Call Tracking Number not to be received, recorded, monitored, divulged, and/or saved at all and/or as planned."
"Forwarding of the Call Tracking Number to your business phone number will deactivate upon cancelation/expiration of the Service for which Tracking Services were used.... The Call Tracking Number will be disconnected or the incoming calls to it redirected to another business of your type, and/or the Call Tracking Number may be reassigned to another business, which may be a business of your type."
The tracking number they set up for you might not work, so you might get calls from prospective customers but they won't get through. And when you stop working with them, that tracking number could be set up to forward to your competitor's phone number. So if your customer calls that number, they could reach your competitor instead.