CITYGRID® PFP ADVERTISING AGREEMENT

Form Version 2018MAY1

This CityGrid® PFP Advertising Agreement (the "Agreement") and its associated insertion order(s) (each, an "IO") shall govern the Advertiser's and Agency's (collectively referred to as "Advertiser" herein) relationship with CityGrid Media, LLC (the "Media Company") as to Advertiser's advertising distributed on CityGrid® (as hereinafter defined) other than Standard Display Advertising.

  1. Term and Termination

This Agreement shall be effective on the Campaign Start Date set forth on the IO Enroll Form and continue in accordance until the Campaign End Date or until terminated pursuant to the terms hereof. Advertiser acknowledges and agrees that, except for an uncured breach by Media Company, Advertiser may not terminate this Agreement during a pending IO prior to the Campaign End Date. In the event that Advertiser contends that Media Company is in a material breach of this Agreement, it shall give Media Company notice specifically describing the nature of the alleged breach. Upon Media Company's notice of a valid material breach, Media Company shall have fifteen (15) days to cure such alleged breach, and if unable to cure in that time, Advertiser shall have the right to terminate this Agreement upon written notice to Media Company. Media Company may terminate this Agreement with Advertiser at any time for any or no reason by providing Advertiser written notice of such termination.

  1. Advertiser's Advertising with Media Company

Media Company may display Advertiser's advertising on Citysearch.com ("Citysearch"). Additionally, Media Company may distribute Advertiser's advertising through the content and advertising network owned and operated by Media Company, which includes websites and mobile/wireless applications owned and operated by Media Company and its affiliates and third parties (including without limitation, search engine marketing programs) with whom Media Company has agreements from time to time ("CityGrid®"). Advertiser may limit the distribution of Advertiser's advertising on CityGrid® by contacting its customer service representative; however, certain core distribution avenues may not be excluded. Media Company reserves the right to modify any element of Advertiser's advertising, including placement, size, format or any other elements and to move the listing within the directory listing categories on Citysearch. Media Company also reserves the right to move or remove Advertiser's advertising (or portions thereof) on CityGrid® based on inventory availability and in Media Company's normal course of business. Media Company may include images from Media Company's (or a Media Company licensor's) image gallery in Advertiser's advertising. Advertiser may elect to remove such images at any time by notifying Advertiser's customer service representative and/or accessing Advertiser's MyAccount. Advertiser may also upload its own images through its MyAccount, subject to the terms herein. Advertiser understands and acknowledges that user-generated and third party content may be included with Advertiser's 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. Advertiser grants Media Company and Media Company's licensees the right and license, during the term and thereafter, to copy, display, modify (as necessary for formatting purposes) and distribute through CityGrid® all materials provided to Media Company by Advertiser or Agency with respect to Advertiser's advertising, including without limitation, Advertiser's logos and/or trademarks, taglines and/or marketing messages, artwork, images, videos and photography (collectively, "Advertiser's Content"). Media Company may use Advertiser's Content in Media Company's editorial, marketing or promotional activities, online postings, emails, or any other media. Advertiser agrees that it will not be entitled to payment for Media Company's (and Media Company's licensees') use of Advertiser's Content. Subject to the terms herein, Advertiser may request removal of Advertiser's Content from CityGrid® by sending a written request via email to legal@citygridmedia.com, or via US Mail to CityGrid Media, 8800 W. Sunset Blvd., West Hollywood, CA 90069, Attn: General Counsel.

  1. Advertising Packages 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 (including without limitation, terms and conditions for advertising products and services offered by Media Company from time to time and not attached hereto) may be set forth or referenced on the Insertion Order. Products may be sold and/or billed together or separately, at Media Company's discretion. Advertiser hereby agrees to Media Company's terms and conditions relating to each product purchased from Media Company.

  1. Billing

Advertiser will be responsible for any charges or other commitments set forth in the IOs or to which it otherwise agree. Recurring fees shall continue to accrue during the Term of this Agreement. Advertiser's invoices and monthly account activity will be made available for review through MyAccount, and Advertiser agrees that payment will be made on a monthly basis when due. Accounts more than thirty (30) days past due may, at Media Company's discretion, incur a late fee. In addition, Media Company may charge Advertiser interest on a monthly basis equal to twelve percent (12%) per annum for invoices not paid within sixty (60) days from the date thereof. Advertiser agrees not to include any limiting endorsement on a check or other form of payment, and Media Company may cash a check containing a limiting endorsement or accompanied by any limiting instruction without affecting Advertiser's obligations or Media Company's rights. Advertiser further agrees that it will be responsible for reimbursing Media Company 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. For prepaid monthly budgets, in the event that Advertiser's set budget is not fully utilized in any month, Media Company will credit such unused portion of the budget to the succeeding month's budget. Non-payment of invoices, or failure to prepay as required, may be deemed to be a breach of this Agreement, allowing (but not obligating) Media Company to cancel Advertiser's account in its sole discretion.
Advertiser acknowledges and agrees that Media Company's measurements are the definitive measurements under this Agreement and will be used to calculate Advertiser's charges. Any disputes about charges to Advertiser's account must be submitted to Media Company in writing within 60 days of the date such charges are incurred. Advertiser agrees 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 Media Company and may be in the form of advertising credit for CityGrid®.

  1. Advertiser's Representations and Warranties

Advertiser represents and warrants to Media Company that: (i) Advertiser owns all Advertiser's Content, and none of Advertiser's Content shall infringe upon the intellectual property rights of any third party; (ii) Advertiser's performance hereunder will not cause a material breach of any agreement to which it is a party; (iii) Advertiser has the right and authority to enter into this Agreement and perform the obligations herein and the person entering into this Agreement has the right and authority to bind Advertiser to this Agreement; (iv) Advertiser will at all times comply with all applicable laws and regulations; and (v) Advertiser will not provide to Media Company, and Advertiser's website does not contain, any content that is obscene, pornographic or otherwise offensive or illegal in nature.

  1. Indemnification

Advertiser agrees that it shall protect, defend, indemnify and hold harmless Media Company and all its assigns, representatives, agents, officers, directors, shareholders, partners, employees, licenses, vendors and suppliers, and each of their successors and assigns (collectively, the "Indemnified Parties"), from all claims, demands, liens, damages, causes of action, liabilities, based upon or arising in any manner directly or indirectly, arising out of or in connection with (i) a breach of any of Advertiser's representations, warranties, or obligations as provided in this Agreement, (ii) Advertiser's advertising, products or services or the provision thereof to consumers, Advertiser's website and links therefrom, Advertiser's use or misuse of Tracking Lines and/or Recording Service, and any Advertiser's Content.

  1. Agencies

If Agency execute an IO on behalf of a third party advertiser as an agency, it hereby represents and warrants to Media Company 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 Advertiser hereunder and all representations and warranties made by Advertiser hereunder. In furtherance of the foregoing, Agency agree to defend, indemnify and hold harmless Media Company, its Affiliates and Representatives and their licensees from all Losses resulting from any Claims brought by a third party arising out of or in connection with a breach of this Agreement by any Third Party Advertiser.

  1. Limitation of Liability

IN NO EVENT WILL MEDIA COMPANY 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 MEDIA COMPANY TO BUSINESS EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY BUSINESS TO MEDIA COMPANY DURING THE PRECEEDINGS SIX (6) MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM.

  1. Disclaimer of Warranties and Guarantees

ADVERTISER ACKNOWLEDGES AND AGREES THAT MEDIA COMPANY'S SERVICES ARE PROVIDED TO ADVERTISER ON AN "AS IS" BASIS, AND MEDIA COMPANY 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, MEDIA COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES AND GUARANTEES REGARDING (A) AN ADVERTISEMENT'S POSITIONING OR THE NUMBER OF IMPRESSIONS ON CITYSEARCH OR CITYGRID®, (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 ADVERTISER'S 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.

  1. Invalid Click Policy

Media Company's Invalid Click Policy, which can be found at https://myaccount.citygridmedia.com/help/click-policy, is incorporated herein and made part of this Agreement.

  1. Confidentiality

"Confidential Information" means information disclosed by one Party to the other Party, either directly or indirectly, in writing, orally, or by inspection of tangible objects that is designated as "Confidential," "Proprietary," or some similar designation. Information communicated orally and/or other intangible information will be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information will not, however, include any information which: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files, records, and/or other competent evidence immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession. The receiving party will not at any time (a) disclose, sell, license, transfer, or otherwise make available to any person or entity any Confidential Information of the disclosing party, except to employees, contractors, agents, or Affiliates, in each case who have a legitimate need to know such Confidential Information and are bound to confidentiality and non-use obligations no less restrictive than those contained in this Agreement, or (b) use, reproduce, or copy any Confidential Information of the disclosing party, except as necessary in connection with the purpose for which such Confidential Information is disclosed to the receiving party by the disclosing party, or in connection with or as set forth in this Agreement. All Confidential Information will remain the disclosing party's property and all documents, electronic media, and other tangible items containing or relating to any Confidential Information of the disclosing party will be delivered to the disclosing party promptly upon the disclosing party's written request. Notwithstanding the foregoing, neither Party will be required to remove copies of the other Party's Confidential Information from any backup media or servers. The receiving party may disclose Confidential Information of the disclosing party in connection with subpoenas, court orders, other legal processes, or as otherwise required by law, provided that the receiving party gives the disclosing party prompt written notice of such requirement (unless expressly prohibited in writing in such subpoena, court order, or other legal process) prior to such disclosure and takes reasonable steps to protect the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. Notwithstanding anything to the contrary in this Agreement, (x) all data and information gathered or received in connection with providing the advertising may be shared with and used by Media Company and its affiliated entities, and (y) without the other Party's consent, either Party may disclose the existence of this Agreement, and/or the Agreement to bona fide potential investors or prospective purchasers of a portion of its assets or beneficial ownership interests provided such disclosure is subject to confidentiality and non-use obligations no less restrictive than those contained in this Agreement, and/or as required by law, including any governmental or regulatory filings.

  1. Other Terms

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements or representations of the parties with respect to the subject matter hereof. In the event of any conflict between this Agreement and the attached Addendum, this Agreement shall control. Accordingly, Advertiser should not rely on any representations or warranties that are not expressly set forth in this Agreement. THE TERMS OF THIS AGREEMENT AND THE INSERTION ORDER MAY BE CHANGED BY MEDIA COMPANY FROM TIME TO TIME AND ALL REVISED TERMS AND CONDITIONS WILL BE EFFECTIVE ON THE EARLIER OF TEN (10) DAYS FROM THE DATE OF ITS POSTING ON MEDIA COMPANY'S WEBSITE OR THE BEGINNING OF ADVERTISER'S NEXT TERM. BY CONTINUING TO ADVERTISE WITH MEDIA COMPANY, ADVERTISER AGREES TO BE BOUND BY ALL REVISED TERMS AND CONDITIONS. Advertiser agrees to maintain a current email address on file with Media Company and Advertiser agrees that any correspondence or notification sent to such email address, or posted on Citysearch or Advertiser's MyAccount, shall be deemed delivered. Advertiser acknowledges and agrees that Media Company may from time to time send surveys and other marketing-related correspondence to Advertiser via electronic or standard mail, and that Advertiser may opt-out from receiving such correspondence in the future. Advertiser acknowledges and agrees that Media Company may assign this agreement or any related IO, in whole or in part to any of its corporate affiliates or successors in interest without notice to Advertiser, and that services contemplated by this Agreement may be performed by Media Company's corporate affiliate without assignment. The laws of the State of California (excluding the laws and principles with respect to conflicts of law) govern this Agreement. Advertiser hereby consents and agrees that the state or federal courts in Los Angeles, California are the exclusive forum for litigation of any claim by Advertiser arising under this Agreement; Advertiser submits to the sole and exclusive jurisdiction of such courts; and Advertiser hereby irrevocably waives and relinquishes any right to bring, or cause to be brought, any action, or to have any action brought, in any judicial or administrative forum outside Los Angeles, California. In addition, Advertiser will be liable for any attorneys' fees and costs if Media Company takes any legal action to enforce 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.




Exhibit A Advertising Packages

If Advertiser represent on the Insertion Order that Advertiser is not enrolled in a search engine marketing campaign with a third party, Advertiser agrees that it will not enroll with a third party's search engine marketing program during the Term of this Agreement.

  1. Performance Package. The Performance Package is Media Company's pay for performance advertising program where Advertiser 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 Advertiser's advertising or a call to Advertiser, and may involve all or a portion of Advertiser's advertising content. Events include, but are not limited to, a click to or on Advertiser's advertising on CityGrid®, the display of Advertiser's advertising in response to a user query or in connection with contextually relevant content, the delivery of Advertiser's advertising via SMS or other application, or a call to Advertiser connected through or facilitated by CityGrid®. Media Company will charge Advertiser a cost per Event based on Media Company's measurements for the applicable Event. The cost per Event for some Events may be less than the "cost per click" applicable to Advertiser's account, but it will never be more than Advertiser's "cost per click". Advertiser may increase Advertiser's Budget at any time by instructing its account manager to make such an increase; however, Advertiser understands and agrees that during the Initial Term, Advertiser may not decrease its Budget.
  2. Basic Package. The Basic Package is a flat-fee product where Advertiser pays a fixed monthly fee for advertising on Citysearch. The Basic Package excludes certain features such as distribution through CityGrid® and sponsored ads on Citysearch.
  3. Priority Listing. The Priority Listing product enables Advertiser 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 CityGrid®.
  4. Targeted Profile Sponsorship. The Targeted Profile Sponsorship ("TPS") product enables Advertiser to have its advertising displayed on certain non-customer profile pages on Citysearch. TPS advertising may include distribution through CityGrid®.
  5. Category Profile Sponsorship. The Category Profile Sponsorship ("CPS") product enables Advertiser to have its advertisement displayed on non-customer profile pages in a specified geography and category on Citysearch. Not all non-customer profile pages in the market and category will be available. CPS advertising may include distribution through CityGrid®.
  6. CityGrid®. The CityGrid® product is a flat-fee product where Advertiser pays a fixed monthly fee for advertising on CityGrid®.


Exhibit B Call & Recording Products

Media Company may include for a fee or at no charge, at Media Company's discretion, trackable telephone numbers assigned by Media Company or its third party service providers ("Tracking Lines") in Advertiser's advertising to track the source of calls to Advertiser (provided, 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 Advertiser and Media Company (and payment of required fees, if any), telephone conversations between Advertiser and a caller through the Tracking Lines may be recorded electronically for purposes of quality assurance and customer service (the "Recording Service"). Advertiser understands and expressly acknowledges that federal, state, and local laws may require it to provide notice to and/or receive express consent and permission from all persons being recorded. Advertiser agrees and acknowledges that Advertiser 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 Advertiser 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, Media Company does not warrant that such notice is sufficient under applicable laws. Advertiser authorizes Media Company to act as its agent with respect to the Tracking Lines and the Recording Service and grants Media Company and its third party service providers full access to administer, manage, use, and monitor the call recordings. Advertiser agrees and acknowledges that Media Company 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. Advertiser agrees and acknowledges that it is Advertiser's sole responsibility to establish proper procedures to protect the privacy of the Callers and the Call Receivers, and Advertiser represents and warrants that it will not use the Recording Service to intimidate, harass, or otherwise violate the privacy or other rights of a Caller or Call Receiver. Media Company and the Indemnified Parties shall not be liable or responsible for any failure, outage, or other circumstances that may cause any or all of Advertiser's recorded telephone calls not to be received, recorded, monitored, divulged, and/or saved. Advertiser understands that its continued use of the Tracking Lines and/or the Recording Service may be terminated by Media Company at any time and for any reason.


Exhibit C Video Products

If Advertiser is a Performance Package advertiser, Advertiser may choose to have Media Company film and produce a video commercial of Advertiser (a "Pro Video") for inclusion into Advertiser's advertising. Alternatively, if Advertiser is a Performance Package or a Basic Package advertiser, Advertiser may submit to Media Company raw footage of Advertiser for Media Company to edit and produce a video commercial (a "Starter Video"), or Advertiser may submit a previously edited and produced video commercial of Advertiser (a "Pre-Produced Video") for inclusion into Advertiser's advertising (Pro Video, Starter Video, and Pre-Produced Video, individually and collectively, may be referred to herein as "Merchant Video"). Advertiser understands and agrees that neither Advertiser nor any persons appearing in any Merchant Video are entitled to any fees or compensation at any time for Media Company's (or Media Company's licensees') use of a Merchant Video or any derivative works thereof. Advertiser may link to and/or display the Merchant Video on Advertiser's website using the embed code provided on Advertiser's Citysearch profile page. However, Media Company 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 Advertiser chooses to have Media Company and/or its contractors (the "Producer") create a Pro Video, Advertiser must schedule and be available for the filming of the Pro Video within sixty (60) days of the date of the IO. If the Pro Video is not filmed within such sixty (60) day period, Media Company may cancel Advertiser's Pro Video order, and no refund of fees shall be due or payable from Media Company. Advertiser shall continue to be bound by the terms of its IO, and Media Company may charge additional fees if Advertiser desires to complete filming of the Pro Video at a later time. If Advertiser cancels the filming less than 72 hours prior to the scheduled appointment time, it will be subject to a Two Hundred Dollar ($200) cancellation fee, immediately due and payable to Media Company. Advertiser will receive notification that the video is ready for review via email to the email address provided by Advertiser in the IO, and Advertiser 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 Advertiser for additional footage. If Advertiser does not provide feedback in the time frame required, the video is deemed to be approved by Advertiser and may be posted to on Citysearch and, at Media's Company's discretion, through CityGrid®. Subsequent edits may result in a charge to Advertiser. (ii) Advertiser represents and warrants that it is the true owner or rightful lessee of Advertiser's locations set forth in the IO and the contents thereof and all appurtenances and improvements thereto (collectively, "Property") and is authorized to allow entry to Media Company and its contractors (collectively the "Producers"). Advertiser 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) Advertiser understands and agrees that (A) Media Company shall be the sole and exclusive owner of any and all Pro Videos created for Advertiser, (B) Media Company may use such Pro Videos in any manner and media now known or hereafter devised throughout the world for purposes of advertising Advertiser and/or in connection with Citysearch editorials, marketing or promotional activities, and (C) Advertiser shall not have any right or claim to the Pro Video, or any part thereof. None of Advertiser, 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 Advertiser participates in the Pro Video, Advertiser 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. Advertiser, on behalf of itself and its agents, representatives and associates, hereby releases Media Company, 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 Advertiser agrees that it shall not now or in the future assert or maintain any such claim against Media Company, its successors, assignees and/or licenses. (iv)Advertiser understands and agrees that ownership of the Pro Video is vested in Media Company because Media Company subsidizes its production costs. As such, Advertiser must reimburse Media Company fully for its costs if Advertiser wishes to remove distribution of the Pro Video pursuant to Section 1 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. Advertiser may, however, purchase a digital copy of the Pro Video by contacting Advertiser's account manager or Media Company customer service.
  2. Starter Video. If Advertiser chooses to have Media Company create a Starter Video, Advertiser must submit to Media Company raw footage less than 20 minutes in length (or as otherwise specified by Media Company) in a manner, format and size specified by Media Company. Media Company will not be responsible for any damage to any material submitted to Media Company, and Advertiser understands that such materials will not be returned by Media Company. Advertiser represents and warrants that (1) the video content that Advertiser submits to Media Company 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) Advertiser has secured all necessary rights and authority from third parties (including but not limited to any persons appearing in any video content submitted to Media Company, and any music or audio included in such video content) to transfer ownership of such video content to Media Company, and to permit Media Company's use of such video content. Advertiser understands and agrees that Media Company have has sole discretion as to the final edited version of the Starter Video, Media Company shall be the sole and exclusive owner of all Starter Videos created for Business, and Media Company may use such Starter Videos in any manner and media now known or hereafter devised throughout the world for purposes of advertising Advertiser and/or in connection with Citysearch editorials and Media Company's marketing or promotional activities. Business shall have no right or claim to the Starter Video or any part thereof. Advertiser understands and agrees that ownership of the Starter Video is vested in Media Company because Media Company subsidizes its production costs. As such, Advertiser must reimburse Media Company fully for its costs if Advertiser wishes to remove distribution of the Starter Video pursuant to Section 1 of this Agreement. Except as expressly permitted hereunder, Advertiser may not use the Starter Video, or any part thereof, in any manner whatsoever or through any medium, online or offline. Advertiser may, however, purchase a digital copy of the Starter Video by contacting Advertiser's account manager or Media Company customer service.
  3. Pre-Produced Video. If Advertiser chooses to have Media Company include a Pre-Produced Video in Advertiser's advertising, Advertiser hereby grants to Media Company 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 Advertiser and/or in connection with Citysearch editorials and Media Company's marketing or promotional activities. Advertiser represents and warrants that the video content Advertiser submits to Media Company (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) Advertiser has 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 Media Company, and any music or audio included in such video content) to grant the rights granted to Media Company herein. Media Company may reject any Pre-Produced Video in Media Company's sole discretion.

CityGrid Media Addendum to Interactive Advertising Bureau ("IAB")/American Association of Advertising Agencies ("AAAA") Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less ("Addendum")

Each Insertion Order ("IO") between Media Company and Agency/Advertiser shall be governed by the IAB/AAAA Standard Terms and Conditions for Internet Advertising (the "IAB Terms") as modified by this Addendum and the CityGrid® PFP Advertising Agreement:

DEFINITIONS

The following phrase shall be added to the end of the sentence for the definition of the word "Terms" in the Definitions Section:

"and related addendum(s) executed by the parties, if any."


V. CANCELLATION AND TERMINATION

Notwithstanding Sections V.a and V.b and unless the IO provides otherwise, Media Company may cancel an IO for any reason by providing thirty (30) days written notice to Advertiser.


VI. MAKEGOODS

The text following the first sentence in Section VI.b shall be deleted.


IX. AD MATERIALS

The following sentence shall be added after the first sentence of Section IX.b:

"Alternatively, if Advertising Materials are late, Media Company may run public service announcements in lieu of Ads and charge Agency/Advertiser for such announcements as if they were Ads."

The following sentence shall be added after the last sentence of Section IX(c):

"Notwithstanding the foregoing, the parties agree and acknowledge that Media Company has no responsibility to review the Ads or Advertising Materials provided by Agency or Advertiser for display on the Site(s)."

The following provisions shall be added at the end of Section IX:

"h.Media Company reserves the right to reject or remove from its Site(s) any Ads where the Ads, Advertising Materials, or the products or services promoted therein may, in its sole reasonable judgment, expose Media Company to liability, litigation, or adverse publicity or otherwise damage to Media Company's goodwill.

"i. Agency/Advertiser represents and warrants that all Ads and Advertising Materials will be free of Spyware, Adware, or Drive-by Downloads. "Spyware" means any application that covertly gathers personally identifiable user data and transmits such data through the user's Internet connection without the user's affirmative and unambiguous consent. "Adware" means any application that causes advertising to pop-up as a new window on the user's computer other than ads a Web site serves to users of such site's own domain while those users are visiting or exiting such domain. "Drive-by Download" means any software installation process or procedure initiated as the direct or indirect result of a page or Ad view unless the user receiving the download affirmatively and unambiguously consents to such installation.

"j. In the event any IO relates to a keyword-targeted Ad, Agency/Advertiser represents and warrants that it has all rights necessary to use the keyword(s) specified by it in the manner contemplated by the IO and that such keywords do not violate any right of a Third Party."


X. INDEMNIFICATION

The term "right of a Third Party" shall include (but is not limited to) any patent, copyright, trademark, right of publicity, right of privacy, moral right, right of music performance, and any other music-related right. The following provision shall be added after the last sentence of Section X.b: "Furthermore, Agency/Advertiser agrees to defend, indemnify and hold harmless Media Company its Affiliates and their respective directors, officers, employees and agents from any and all Losses incurred as a result of any Third Party claim, judgment, or proceeding arising from or relating to (i) the web pages linked to from the Ads and the content therein; (ii) the products or services promoted or offered in the Ads or the web pages linked to from the Ads; and (iii) the collection and use by Advertiser of personally identifiable information collected from users of the Sites."


XI. LIMITATION OF LIABILITY

The following text shall be added at the end of Section XI:

"Excluding the parties' obligations under Section X, damages that result from a breach of Section XII, intentional misconduct by the parties, or the parties' payment obligations, in no event will any party's liability exceed the payments received by Media Company from Agency or Advertiser in the six (6) months preceding the event giving rise to the claim."


XII. NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY LAWS

The following sentence shall be added after the last sentence of Section XII(f):

"f. At a minimum, each such privacy policy shall (i) describes how user information is collected, used, stored, and shared with third parties, and (ii) informs visitors how to opt-out of the collection or sharing of such information. In addition, Advertiser shall use reasonable means to protect the security of users' personal information.

The following provisions shall be added at the end of Section XII:


"i. Notwithstanding anything in the IAB Terms to the contrary, Media Company shall have the right to use and disclose aggregate, non-personal information derived from the advertising campaigns set forth in the IO for: (i) general reporting, (ii) scheduling and optimization of delivery of Ads, and (iii) for analytical and marketing purposes."


XIV. MISCELLANEOUS The two blanks in Section XIV.d shall be replaced with the following text, respectively: "California" and "the state or federal courts located in Los Angeles County, California."

ADDITIONAL SECTION XV. E-MAIL CAMPAIGNS.

In the event that an IO relates to an email campaign, the following terms shall apply with respect to such email campaign:


  1. Media Company will send emails containing Ads to end users to whom Media Company has obtained rights (either directly or through a third party list provider) to provide information about products or services from companies such as Advertiser. Emails shall be sent on the times and dates chosen by Media Company or its third party list partners. Media Company reserves the right to make appropriate adjustments to the Ads for insertion in the emails, subject to approval from Agency or Advertiser, such approval not to be unreasonably withheld or delayed. Agency/Advertiser shall be solely and exclusively responsible for ensuring that all emails comply with the CAN SPAM Act and all other applicable laws regarding email solicitation. In particular, Agency/Advertiser shall ensure that all emails: (i) accurately identify the Advertiser, person or entity sending the email in the "from line"; (ii) accurately describe the subject matter of the email in the "subject line"; (iii) provide clear and conspicuous notice that the email is an ad or solicitation; (iv) provide clear and conspicuous notice of the opportunity to decline to receive further communications; (v) contain a valid physical postal address of the Advertiser (or Media Company if agreed by Media Company); (vi) are not sent to any recipient that has requested not to receive an email from the Advertiser if more than ten (10) days have passed since the receipt of such request; and (vii) do not contain hyperlinks to a site that causes the user to be re-directed or which are not directed to the destination site described in the Ads.
  2. Agency/Advertiser shall provide Media Company with a do-not-solicit file in flat file or other mutually agreed format containing email addresses and such other information as may reasonably be required by Media Company. Advertiser or Agency shall provide an up-to-date do-not-solicit list no earlier than five (5) days before and no later than three (3) days before the launch of the email campaign, and provide updates as needed thereafter in order to ensure that Media Company has a current do-not solicit list at least three (3) days prior to any given distribution date.
  3. Media Company reserves the right not to distribute any emails that Media Company reasonably believes do not comply with the provisions above or any applicable laws.