Local Terms and Conditions

Last updated February 12, 2013

These Local Terms and Conditions (this “Agreement”) govern your relationship with CityGrid Media, LLC (formerly Citysearch, LLC) (“CityGrid Media,” “we,” “our” or “us”). By claiming your business with CityGrid Media and/or advertising with CityGrid Media, you (the “Business,” “your” or “you”) hereby agree to be bound by the terms and conditions of this Agreement. Please carefully read the entire Agreement.

You can view this Agreement at anytime at https://dashboard.citygrid.com/toc or by logging into Business’ account management tool (your “Dashboard”). If you have any questions about this Agreement or your advertising with CityGrid Media, you can contact one of our customer service representatives (“Customer Service”) at customerservice@citygrid.com.

1. Term and Termination

  1. Claim Your Business Advertisers. This Agreement shall begin on the date you first claim your business on citygridmedia.com or citysearch.com, or any related website, application or mobile device (including Dashboard), in each case, whether existing now or in the future (the “Properties”). By accessing or using the Properties, you agree to be bound by this Agreement. This Agreement constitutes the complete agreement between you and CityGrid Media regarding the Properties. We may change this Agreement at any time by posting a revised Local Terms and Conditions on this page; such changes will be effective upon posting. You may terminate this Agreement at any time by closing your account, discontinuing your use of the Properties, and providing CityGrid media with a notice of termination in writing, delivered via U.S. mail to CityGrid Media Customer Service, 8833 W. Sunset Blvd., West Hollywood, CA 90069, email to customerservice@citygrid.com or via phone to 1 (800) 611-4827. You must identify your business name and contact phone number. Any such termination will require a minimum of five (5) business days for processing. Please review our Privacy Policy for information about what we do with your account when terminated. We may close your account, suspend your ability to use certain portions of the Properties, and/or ban you altogether from the Properties for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Properties, Your Content (as defined below), or any other related information.
  2. Paid Advertisers. This Agreement shall begin on the date set forth on your Enrollment Form and continue for the initial term identified therein (the “Initial Term”). Thereafter, the Agreement shall automatically renew for successive one (1) month periods (each a “Renewal Term” and together with the Initial Term, the “Term”) until the Agreement is terminated pursuant to the terms hereof. You may terminate this Agreement at any time during a Renewal Term (but not during the Initial Term by providing your notice of termination in writing, delivered via U.S. mail to CityGrid Media Customer Service, 8833 W. Sunset Blvd., West Hollywood, CA 90069, email to customerservice@citygrid.com or via phone to 1 (800) 611-4827. You must identify your business name and contact phone number. Any such termination will require a minimum of five (5) business days for processing. Once processed, the termination shall become effective at the end of the then-current Renewal Term, and you remain responsible for all fees accrued on your account until such time. CityGrid Media may terminate this Agreement with you at any time for any or no reason by providing you written notice of such termination in accordance with the terms of this Agreement.
  3. Effect of Termination. In the event of any termination of these Terms, whether by you or us, Sections 1, 2, 4, 5, 6, 7-13 will continue in full force and effect, including our right to use Your Content as detailed in Section 2 and Section 6.

2. Business’ Advertising with CityGrid Media

CityGrid Media will display Business’ advertising on the Citysearch.com website (“Citysearch”). Additionally, CityGrid Media may distribute Business’ advertising through our content and advertising network owned and operated by CityGrid Media, which includes websites and mobile/wireless applications owned and operated by CityGrid Media or its affiliates, third parties (including without limitation, search engine marketing programs) with whom CityGrid Media has agreements from time to time (the “CityGrid® Network”). If you are a paid advertiser, you may limit the distribution of your advertising over the CityGrid® Network by contacting Customer Service; however, certain core distribution avenues may not be excluded. CityGrid Media reserves the right to modify any element of your advertising, including placement, size, format or any other elements and to move the listing within the directory listing categories on Citysearch. CityGrid Media also reserves the right to move or remove your advertising (or portions thereof) on the CityGrid® Network based on inventory availability and in CityGrid Media’s normal course of business. CityGrid Media may include an image from CityGrid Media’s (or a CityGrid Media licensor’s) proprietary image gallery in Business’ advertising. You may elect to remove such image at any time by notifying your Customer Service representative and/or accessing Dashboard. You may also upload your own images of the Business through Dashboard, subject to the terms herein. You understand and acknowledge that user-generated and third party content may be included with your Business’ advertising. User-generated content posted on Citysearch is governed by Citysearch’s Terms of Use, which can be found on the website. Other third party content is governed by their applicable terms of use.

You grant CityGrid Media and CityGrid Media licensees the right and license, during the term and thereafter, to copy, display, modify (as necessary for formatting purposes) and distribute through the CityGrid® Network all materials Business provides to CityGrid Media with respect to your advertising, including without limitation, Business’ logos and/or trademarks, taglines and/or marketing messages, artwork, images, videos and photography (collectively, “Business’ Content”). CityGrid Media may use Business’ Content in our editorial, marketing or promotional activities, online postings, emails, or any other media. You agree that you will not be entitled to payment for our (and our licensees’) use of Business’ Content. Subject to the terms herein, you may request removal of Business’ Content from the CityGrid® Network by sending a written request via email to legal@citygridmedia.com, or via US Mail to CityGrid Media, 8833 W. Sunset Blvd., West Hollywood, CA 90069, Attn: General Counsel.

3. Advertising Packages, Products and Related Fees

Summaries of, and additional terms and conditions for advertising packages and related products are set forth on Exhibit A (Advertising Packages), Exhibit B (Call Product) and Exhibit C (Video Product). Other terms and conditions (including without limitation, terms and conditions for advertising products and services offered by CityGrid Media from time to time and not attached hereto) may be set forth on your Enrollment Form. Products may be sold and/or billed together or separately, at CityGrid Media’s discretion. You hereby agree to CityGrid Media’s terms and conditions relating to each product purchased from CityGrid Media.

4. Advertising Billing

You will be responsible for any charges or other commitments set forth in the Enrollment Form or that you otherwise agree to and the fees shall continue to accrue during the Term of the Agreement. Your invoices and monthly account activity will be made available for your review through your Dashboard, and you agree that payment will be made on a monthly basis, and may be made by CityGrid Media initiating an ACH transfer or processing your credit card. Accounts more than thirty (30) days past due may, at our discretion, incur a late fee. In addition, we may charge Business interest on a monthly basis equal to twelve percent (12%) per annum for invoices not paid within sixty (60) days from the date thereof. 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. You further agree that you will be responsible for reimbursing us for all costs incurred related to any attempted recovery of late payments, including but not limited to reasonable attorneys’ fees, and any costs of collection agencies. You agree that CityGrid Media has the right to require advance payment of your listing fee, Budget, or other fees. For prepaid monthly Budgets, in the event your Budget is not fully utilized in any month, we will credit such unused portion of the Budget to the succeeding month’s Budget. Nothing in this Agreement or in the Enrollment Form shall obligate us to extend credit to any party. Non-payment of invoices, or failure to prepay as required, by Business may be deemed to be a breach of this Agreement, allowing (but not obligating) CityGrid Media to cancel Business’ account in its sole discretion.

You acknowledge and agree that CityGrid Media’s measurements are the definitive measurements under this Agreement and will be used to calculate your charges. Any disputes about charges to your account must be submitted to CityGrid Media in writing within 60 days of the date such charges are incurred. You agree to waive all disputes not made within the 60 day period, and all such charges will be final and not subject to challenge. To the fullest extent permitted by law, refunds (if any) are at the discretion of CityGrid Media and only in the form of advertising credit for the CityGrid® Network.

5. Account Management Tool

You agree to use Dashboard only in compliance with this Agreement and applicable law, and in a manner that does not violate our legal rights or those of any third party. You agree that you will only use Dashboard for your own personal use. You must be at least thirteen (13) years of age to use Dashboard. Use of Dashboard is void where prohibited.

Certain portions of Dashboard may be secured or otherwise protected from access except for authorized users with valid login and password information. Individuals without authorization attempting to access these portions of Dashboard may be subject to prosecution.

You must create an account in order to claim your business’ listing with CityGrid Media and use the features offered by Dashboard. Use of any personal information you provide to us during the account creation process is governed by our Privacy Policy. You are entirely responsible for maintaining the confidentiality and security of your account and you are responsible for all changes and updates submitted through your account and all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account by sending an email to customerservice@citygrid.com. We reserve the right to suspend access to or close your account at any time for any or no reason.

In creating an account and claiming your business’ listing you represent that you are the owner or an authorized agent of the business. You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, create multiple accounts or business listings except as otherwise authorized by us, or provide or use false information to obtain access to a business’ listing on the Properties that you are not legally entitled to claim. You acknowledge that any false claiming of a business may cause CityGrid Media or third parties to incur substantial economic damages and losses for which you may be held accountable.

6. Business’ Representations and Warranties

You represent and warrant to CityGrid Media that (i) Business’ performance hereunder will not cause a material breach of any agreement to which it is a party; (ii) you have the right and authority to enter into this Agreement and perform the obligations herein and you have the right and authority to bind Business to this Agreement; and (iii) Business will at all times comply with all applicable laws and regulations.

You represent and warrant that you own all content you submit to Dashboard, including but not limited to profile information, reviews, images, and any other materials (“Your Content”). By submitting Your Content you hereby irrevocably grant us a perpetual, world-wide, non-exclusive, royalty-free, sublicensable and transferable license and right to use Your Content for any purpose and in any media now existing or in the future. You also irrevocably grant the users of the Properties and third party websites, mobile applications and other platforms who obtained Your Content from us (“Third Party Properties”) the same right you have granted to us herein to use Your Content in connection with their use of the Properties and Third Party Properties. By “use” we mean use, copy, display, distribute, modify, translate, reformat, incorporate into advertisements and other works, promote, create derivative works, and in the case of Third Party Properties, allow their users and others to do the same. You irrevocably waive, and cause to be waived, any claims and assertions of moral rights or attribution with respect to Your Content brought against us, any Third Party Properties and our and their users.

You are responsible for Your Content. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You may be held liable for Your Content.

In submitting Your Content to us, you represent that:

  1. You are the sole author of Your Content, and Your Content is not copied from or based on, in whole or in part, any other work or website, except works in the public; and
  2. Use of Your Content by us, Third Party Properties and our and their users will not violate or infringe any right of you or any third party.

With regard to Your Content which are images, you agree that at least one of the following is met:

  1. You have taken the photograph or created the artwork being submitted;
  2. You own the rights to the image; or
  3. You have explicit permission from the rights-holder to submit such image or artwork for use on our Properties and Third Party Properties and to grant the rights you have granted herein.

Lastly, you agree that any of Your Content submitted to us will not:

  1. Be unlawful, harmful, threatening, abusive, harassing, tortious, indecent, defamatory, vulgar, profane, obscene, libelous, hateful or otherwise objectionable;
  2. Contain material that violates the standards of good taste or the standards of the Properties;
  3. Violate any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
  4. Accuse others of illegal activity, or describe physical confrontations and/or sexual harassment;
  5. Contain material that is illegal, or that violates any federal, state, or local law or regulation;
  6. Contain language or images intended to impersonate other users or offensive or inappropriate user names or signatures;
  7. Disguise or attempt to disguise the origin of Your Content;
  8. Be of a nature that does not address the goods and services, atmosphere, or other attributes of the business or have no qualitative value;
  9. Be a shill or a deceptive advertisement or cause, or be a result of, a conflict of interest;
  10. Be commercial in nature, including but not limited to spam, surveys, contests, pyramid schemes or other advertising materials;
  11. Assert or imply that Your Content is in any way sponsored or endorsed by us; or
  12. Contain material that is not in English;

each as determined in our sole discretion.

We may use, post or refuse to post, disable from view, remove or reinstate any content (including Your Content) in our sole discretion. Without limiting the generality of the foregoing, we may, but are not obligated to, hide or remove any of Your Content that we determine, in our sole discretion, to be in violation of the terms hereof. We are not obligated to return any of Your Content to you under any circumstances.

7. Indemnification

Business shall fully protect, indemnify, defend and hold harmless CityGrid Media and all of its assigns, representatives, agents, officers, directors, shareholders, partners, employees, licensees, vendors and suppliers, and each of their successors and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, liens, damages, causes of action, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state or federal laws or regulations, property damage, attorneys’ fees and court costs, based upon or arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to (i) any breach of Business’ (or your) representations, warranties, or obligations as provided in this Agreement, (ii) Business’ advertising, products or services or the provision thereof to consumers, Business’ website and links therefrom, Business’ use or misuse of Tracking Lines and/or Recording Service, and any Business’ Content, WITHOUT REGARD TO CAUSE OR TO ANY CONCURRENT OR CONTRIBUTING FAULT, STRICT LIABILITY OR NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE, BY CITYGRID MEDIA OR THE INDEMNIFIED PARTIES.

8. Agencies

If you execute an Enrollment Form on behalf of a third party advertiser as an agency, you hereby represents and warrants to CityGrid Media that such third party advertiser (“Third Party Advertiser”) is contractually bound by the terms of this Agreement and, as such, is subject to all obligations and restrictions applicable to you/Business hereunder and all representations and warranties made by you/Business hereunder. In furtherance of the foregoing, you agree to protect, indemnify and defend the Indemnified Parties and hold each of them harmless from and against any loss, cost, claim, injury or damage (including reasonable attorneys’ fees) resulting from claims or actions arising out of or in connection with a breach of this Agreement by any Third Party Advertiser.

9. Privacy and Security

Please click here to review our Privacy Policy for details on information we may collect about you and the software(s) and hardware(s) you are using, including without limitation, location information that may be collected as a result of your use of Dashboard through a mobile device. It is important that you read and understand the terms of our Privacy Policy.

We make efforts to maintain the security of user submissions. For example, we arrange for encryption, firewall, antivirus, and spyware protection to the extent that we deem advisable to protect your personal information and conduct our business. However, we do not guarantee the security of Dashboard, our records, your submissions, or anything else. We disclaim all liability for any computer virus or technological problems that we do not intentionally cause. You are encouraged to install and maintain up-to-date security software on your computer.

10. Limitation of Liability

IN NO EVENT WILL CITYGRID MEDIA BE LIABLE TO BUSINESS FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CITYGRID MEDIA TO BUSINESS EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY BUSINESS TO CITYGRID MEDIA DURING THE PRECEEDING SIX (6) MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM.

11. Disclaimer of Warranties and Guarantees

BUSINESS ACKNOWLEDGES AND AGREES THAT CITYGRID MEDIA’S SERVICES ARE PROVIDED TO BUSINESS ON AN “AS IS” BASIS, AND CITYGRID MEDIA DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, CITYGRID MEDIA SPECIFICALLY DISCLAIMS ALL WARRANTIES AND GUARANTEES REGARDING (A) AN ADVERTISEMENT’S POSITIONING OR THE NUMBER OF IMPRESSIONS ON CITYSEARCH OR THE CITYGRID® NETWORK, (B) THE QUALITY OR TIMING OF CLICKS, IMPRESSIONS, CALLS AND OTHER EVENTS, (C) THE TRACKING LINES AND THE VOICE RECORDING SYSTEM (INCLUDING WITHOUT LIMITATION, THIRD PARTY PRIVACY RIGHTS PERTAINING THERETO), (D) THAT BUSINESS’ ADVERTISING WILL APPEAR IN RESPONSE TO A PARTICULAR QUERY, (E) THAT ANY CLICKS, IMPRESSIONS, CALLS AND OTHER EVENTS REPRESENT A LEGITIMATE INQUIRY OR INDICATES ANY PROBABILITY OF A PURCHASE TRANSACTION, AND (F) CLICK RATES, CONVERSIONS OR OTHER PERFORMANCE OR RESULTS FOR ANY ADVERTISING.

12. Invalid Click Policy

CityGrid Media’s Invalid Click Policy, which can be found at https://dashboard.citygrid.com/help/click-policy, is incorporated herein and made part of the Agreement.

13. Other Terms

This Agreement and the Enrollment Form constitute the entire agreement between the parties and supersedes all prior or contemporaneous agreements or representations of the parties, whether express or implied, oral or written, with respect to the subject matter hereof. Accordingly, you should not rely on any representations or warranties that are not expressly set forth in this Agreement. THE TERMS OF THIS AGREEMENT AND THE ENROLLMENT FORM MAY BE CHANGED BY CITYGRID MEDIA FROM TIME TO TIME AND YOU MAY BE NOTIFIED BY CITYGRID MEDIA POSTING THE NEW TERMS AND CONDITIONS ON CITYGRID MEDIA’S WEBSITE OR YOUR DASHBOARD, OR BY EMAIL OR OTHER WRITTEN NOTICE TO YOU. ALL REVISED AGREEMENTS WILL BE EFFECTIVE ON THE EARLIER OF TEN DAYS FROM THE DATE OF ITS POSTING ON CITYGRID MEDIA’S WEBSITE OR THE BEGINNING OF YOUR NEXT TERM. BY CONTINUING TO ADVERTISE WITH CITYGRID MEDIA, YOU AGREE TO BE BOUND BY THE REVISED TERMS AND CONDITIONS. You agree to maintain a current and operational email address on file with us and you further agree that any correspondence or notification sent by us to the email address that you have on file, or posted by us on Citysearch or to your Dashboard, shall be deemed delivered. Business acknowledges and agrees that CityGrid Media may from time to time send surveys and other marketing-related correspondence to Business via electronic or standard mail, and that Business may opt-out from receiving such correspondence in the future. In addition, Business will be liable for any attorneys’ fees and costs if CityGrid Media takes any legal action to enforce this Agreement. The laws of the State of California (excluding the laws and principles with respect to conflicts of law) govern this Agreement. You hereby consent and agree that the state or federal courts in Los Angeles, California are the exclusive forum for litigation of any claim by you arising under this Agreement, and you submit to sole and exclusive jurisdiction in Los Angeles, California, and hereby irrevocably waive and relinquish any right to bring, or cause to be brought, any such action, or to have any such action brought, in any judicial or administrative forum outside Los Angeles, California. YOU HEREBY WAIVE YOUR RIGHTS TO A JURY TRIAL AND PARTICIPATION IN ANY CLASS ACTION AGAINST US. The terms and conditions of this Agreement may not be modified or amended other than as set forth in this paragraph or by a writing signed by an authorized officer of CityGrid Media. The section and subject headings in this Agreement are included for reference only and shall not be used to interpret any provisions of this Agreement. This Agreement shall not be construed against us on the grounds that we conducted or arranged for the drafting of this Agreement. If any provision or provisions of this Agreement shall be held to be invalid or unenforceable, the rest of this Agreement will remain in full force and effect. Data, messaging, or other ISP and carrier fees may apply in your use of Dashboard through a mobile device.

Exhibit A

Advertising Packages

  1. Performance Package. The Performance Package is CityGrid Media’s pay for performance advertising program where Business sets a monthly advertising budget (the “Budget”) and pays for Events (defined below) up to the Budget. An “Event” is a click or impression of your Business advertising or a call to your Business, and may involve all or a portion of your Business advertising content. Events include, but are not limited to, a click to or on your Business advertising on the CityGrid® Network, the display of your Business advertising in response to a user query or in connection with contextually relevant content, the delivery of your Business advertising via SMS or other application, or a call to the Business connected through or facilitated by the CityGrid® Network. We will charge you a cost per Event based on our measurements for the applicable Event. The cost per Event for some Events may be less than the “cost per click” applicable to your account, but it will never be more than your “cost per click”. You may increase your Budget at any time by instructing your CityGrid Media account manager to make such an increase; however, you understand and agree that during the Initial Term, you may not decrease your Budget.
  2. Priority Listing. The Priority Listing product enables Business to associate its advertisement exclusively to particular categories and geographies (e.g., plumbers, banks, Los Angeles Metro, etc.) and have its advertisement displayed on the top of Citysearch search results pages relevant to that category and geography. Priority Listing advertising may include distribution through the CityGrid® Network.
  3. SEO. SEO is a product where Business pays CityGrid Media a fixed monthly fee to improve the volume or quality of Internet traffic to Business’ website via un-paid, algorithmic (also known as “organic” or “natural”) search engine results.
  4. SEM. SEM is a search engine marketing product where Business pays CityGrid Media a fixed monthly fee to promote Business’ website by increasing its visibility in search engine results through the use of paid placement, contextual advertising and paid inclusion.
  5. CityGrid®. CityGrid® is a flat-fee product where Business pays a fixed monthly fee for advertising on the CityGrid® Network.
  6. Urbanspoon REZ. REZ is a web-based reservation product where Business pays a listing fee for Business to be advertised through the CityGrid® Network and a per event fee for each reservation made through the REZ application.

Exhibit B

Call & Recording Products

CityGrid Media may include for a fee or at no charge, at our discretion, trackable telephone numbers assigned by us (“Tracking Lines”) in Business’ advertising to track the source of calls to the Business (provided that a caller’s phone number will not be identified through the Tracking Lines if the caller has a call block service).

Additionally, upon agreement between you and CityGrid Media (and payment of required fees, if any), telephone conversations between Business and a caller through the Tracking Lines may be recorded electronically for purposes of quality assurance and customer service (the “Recording Service”). You understand and expressly acknowledge that federal, state, and local laws may require that you provide notice to and/or receive express consent and permission from all persons being recorded. You agree and acknowledge that you will be solely responsible for providing and/or obtaining all notices, consents and permission relating to employees, agents and all other persons who are on the receiving end of the recorded telephone calls (“Call Receivers”), as required by applicable law. As part of the Recording Service, Callers to the Business through the Tracking Line (“Callers”) will be automatically advised through the recorded call prompt message that the call is subject to recording and monitoring; however, CityGrid Media does not warrant that such notice is sufficient under applicable laws. You authorize CityGrid Media to act as your agent with respect to the Tracking Lines and the Recording Service and grant us full access to administer, manage, use, and monitor the call recordings.

You agree and acknowledge that CityGrid Media and the Indemnified Parties (as defined in Section 6 of the Agreement) accept no responsibility for (a) the legality of recording, monitoring, storing, and/or divulging telephone calls and (b) the legality of the language used in the recorded call prompt message, as these services and content pertain to federal, state and local laws. You agree and acknowledge that it is your responsibility to establish proper procedures to protect the privacy of the Callers and the Call Receivers and you warrant that you will not use the Recording Service to intimidate, harass, or otherwise violate the privacy or other rights of a Caller or Call Receiver. CityGrid Media and the Indemnified Parties shall not be liable or responsible for any failure, outage, or other circumstances that may cause any or all of your recorded telephone calls not to be received, recorded, monitored, divulged, and/or saved. You understand that your continued use of the Tracking Lines and/or the Recording Service may be terminated by us at any time and for any reason.

Exhibit C

Video Product

If you are a Performance Package advertiser, you may choose to have CityGrid Media film and produce a video commercial of your Business (a “Pro Video”) for inclusion into your advertising. Alternatively, if you are a Performance Package or a Basic Package advertiser, you may submit to us raw footage of your Business for us to edit and produce a video commercial (a “Starter Video”), or you may submit a previously edited and produced video commercial of your Business (a “Pre-Produced Video”) for inclusion into your advertising (Pro Video, Starter Video, and Pre-Produced Video, individually and collectively, may be referred to herein as “Merchant Video”). You understand and agree that neither you nor any persons appearing in any Merchant Video are entitled to any fees or compensation at any time for CityGrid Media’s (or our licensees’) use of a Merchant Video or any derivative works thereof. Business may link to and/or display the Merchant Video on Business’ website using the embed code provided on Business’ Citysearch profile page. However, CityGrid Media does not guarantee that the embed code will operate with all websites. The following terms apply to the Merchant Videos, as applicable.

  1. Pro Video. (i) If you choose to have CityGrid Media and/or its contractors (the “Producer”) create a Pro Video, you must schedule, and make yourself available for the filming of the Pro Video, within sixty (60) days of the date of the Enrollment Form. If the Pro Video is not filmed within such sixty (60) day period, we may cancel your Pro Video order, and no refund of fees shall be due or payable from us. Business shall continue to be bound by the terms of its Enrollment Form, and we may charge additional fees if Business desires to complete filming of the Pro Video at a later time. If you cancel the filming less than 72 hours prior to the scheduled appointment time, you will be subject to a Two Hundred Dollar ($200) cancellation fee, immediately due and payable to us. Business will receive notification that the video is ready for review via email to the email address provided by Business in the Enrollment Form, and Business will have the right to provide one round of edit requests at no charge. Edit requests must be delivered as directed. There will be additional charges for reshoots or requests by Business for additional footage. If Business does not provide feedback in the time frame required, the video is deemed to be approved by Business and may be posted to on Citysearch. Subsequent edits may result in a charge to the Business. (ii) Business represents and warrants that it is the true owner or rightful lessee of Business’ locations set forth in the Enrollment Form and the contents thereof and all appurtenances and improvements thereto (collectively, “Property”) and is authorized to allow entry to CityGrid Media and its contractors (collectively the “Producers”) . Business hereby grants permission to the Producers to enter upon and use the Property with personnel, actors and equipment for the purpose of taking video recordings, motion pictures, still photographs and sound recordings in, on and/or of the Property, including without limitation, all people, animals, automobiles and any other objects on the Property. (iii) Business understands and agrees that (A) CityGrid Media shall be the sole and exclusive owner of any and all Pro Videos created for Business, (B) CityGrid Media may use such Pro Videos in any manner and media now known or hereafter devised throughout the world for purposes of advertising your Business and/or in connection with Citysearch editorials, marketing or promotional activities, and (C) Business shall not have any right or claim to the Pro Video, or any part thereof. None of the Business, or any tenant, lessee, lessor, or any other party now or hereafter having an interest in the Property shall have any right of action against Producers arising out of the filming of or use of the Pro Video. In the event any agents, representatives or other persons associated with the Business participates in the Pro Video, Business hereby unconditionally grants and releases to Producer the irrevocable and perpetual right (but not the obligation) to use throughout the world such persons’ name, voice and/or likeness, in the Pro Video. Business, on behalf of itself and its agents, representatives and associates, hereby releases CityGrid Media, its successors, assignees and licensees from any and all claims and demands arising out of or in connection with any such uses including, without limitation, any and all claims for invasion of privacy, infringement of any right of publicity, defamation (including libel and slander) and any other personal and/or other property rights, and Business agrees that it shall not now or in the future assert or maintain any such claim against CityGrid Media, its successors, assignees and/or licenses. (iv) You understand and agree that ownership of the Pro Video is vested in CityGrid Media because CityGrid Media subsidizes its production costs. As such, you must reimburse us fully for its costs if you wish to remove distribution of the Pro Video pursuant to Section 2 of this Agreement. Except as expressly permitted hereunder, Business may not use the Pro Video, or any part thereof, in any manner whatsoever or through any medium, online or offline. You may, however, purchase a digital copy of the Pro Video by contacting your account manager or CityGrid Media customer service.
  2. Starter Video. If you choose to have us create a Starter Video, you must submit to CityGrid Media raw footage less than 20 minutes in length (or as otherwise specified by CityGrid Media) in a manner, format and size specified by us. We will not be responsible for any damage to any material submitted to us, and you understand that such materials will not be returned by us. You represent and warrant that (1) the video content that you submit to CityGrid Media does not contain any content that is vulgar, obscene, pornographic, or otherwise offensive in nature and does not infringe on any third parties’ intellectual property rights; and (2) you have secured all necessary rights and authority from third parties (including but not limited to any persons appearing in any video content submitted to us, and any music or audio included in such video content) to transfer ownership of such video content to CityGrid Media, and to permit our use of such video content. You understand and agree that we have has sole discretion as to the final edited version of the Starter Video, CityGrid Media shall be the sole and exclusive owner of all Starter Videos created for Business, and CityGrid Media may use such Starter Videos in any manner and media now known or hereafter devised throughout the world for purposes of advertising your Business and/or in connection with Citysearch editorials and CityGrid Media’s marketing or promotional activities. Business shall have no right or claim to the Starter Video or any part thereof. You understand and agree that ownership of the Starter Video is vested in CityGrid Media because we subsidize its production costs. As such, you must reimburse CityGrid Media fully for its costs if you wish to remove distribution of the Starter Video pursuant to Section 2 of this Agreement. Except as expressly permitted hereunder, Business may not use the Starter Video, or any part thereof, in any manner whatsoever or through any medium, online or offline. You may, however, purchase a digital copy of the Starter Video by contacting your account manager or CityGrid Media customer service.
  3. Pre-Produced Video. If you choose to have us include a Pre-Produced Video in your advertising, you hereby grant to CityGrid Media a transferable, sublicensable, royalty-free right and license during the Term and thereafter to use and display the Pre-Produced Video, or any portion thereof, in any manner and media now known or hereafter devised throughout the world for the purpose of advertising Business and/or in connection with Citysearch editorials and CityGrid Media’s marketing or promotional activities. You represent and warrant that the video content you submit to us (1) does not contain any content that is vulgar, obscene, pornographic, or otherwise offensive in nature and does not infringe on any third parties’ intellectual property rights, and (2) you have secured any and all necessary rights and authority from third parties (including but not limited to any persons appearing in any video content submitted to us, and any music or audio included in such video content) to grant the rights granted to CityGrid Media herein. We may reject any Pre-Produced Video in our sole discretion.