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Local Expert Advertising Terms and Conditions
Effective Date: These Terms and Conditions were last updated on 9/24/2009.

The following Local Expert Advertising Terms and Conditions ("Terms and Conditions"), including advertisement ordering information and descriptions agreed to and/or submitted during the ordering process (an "Order") sets forth the agreement between CLR Choice, Inc. ("CLR Choice") and the advertiser or advertising agency listed in the Order ("Advertiser") (these Terms and Conditions and an Order are collectively referred to as this "Agreement"). Orders will specify prices as well as options selected by Advertiser such as: local branding options (e.g., city, town or zip code), featured listings, advertisement units purchased and other options as made available by CLR Choice from time to time.

Delivery of Advertisement Content.

Advertiser will provide to CLR Choice all content for the advertisement (the "Advertisement") in accordance with CLR Choice’s then-current policies. If and to the extent that a delivered Advertisement does not conform to CLR Choice’s then-current format specifications, Advertiser shall be responsible for altering the materials so that they meet CLR Choice’s technical specifications. In the event that Advertiser does not provide CLR Choice with compliant content, CLR Choice reserves the right to make technical modifications as necessary to conform the Advertisement to such specifications.

License.

For the term of this Agreement and the purposes stated hereunder, Advertiser hereby grants to CLR Choice a non-exclusive, royalty-free, transferable, worldwide license to reproduce, distribute, create derivative works of, publicly perform, publicly display and digitally perform the Advertisement and its constituent parts, including trademarks, service marks, logos or other commercial product or service designations (collectively "Marks") contained in the Advertisement. Advertiser also grants to CLR Choice the limited right to use an image of the Advertisement and the Advertiser’s Marks for purposes of its marketing, promotion and in content directories or indexes, and in electronic or printed advertising, publicity, press releases, newsletters and mailings about CLR Choice’s website or CLR Choice. CLR Choice may make a reasonable number of archival or back-up copies of the Advertisement.

Serving of Advertisements.

CLR Choice shall serve the Advertisements as specified in Orders through the CLR Choice website (www.clrsearch.com) (the "CLR Choice Website"), or as otherwise agreed, and, if so set forth in an Order, to CLR Choice’s network publishers’ websites. Except as otherwise expressly provided in an Order, positioning of an Advertisement within a website is at the sole discretion of CLR Choice. CLR Choice also reserves the right to reject or cancel any Advertisement, Order, space reservation or position commitment and any URL link embodied within any Advertisement, at any time. CLR Choice shall have no liability whatsoever by reason of error for which it may be responsible in any Advertisement beyond liability to give Advertiser credit for so much of the placement of the Advertisement as is materially affected by the error; and its obligation to give such credit shall not apply unless it is notified of the inaccuracy within 48 hours following the posting error. Advertiser shall bear full responsibility for all products or services offered, sold or licensed through the Advertisements or the Advertiser's website. Advertiser will collect and pay all taxes related to the sale or licensing of such products or services. The advertising inventory is for use solely by Advertiser (or if Advertiser is an agent, for Advertiser’s individual client) and may not be used by any third-party. Advertiser shall ensure that its collection, use and disclosure of information obtained from CLR Choice users for Advertisements served complies with all applicable laws, regulations and privacy policies, including, without limitation, CLR Choice’s privacy policy.

Payment.

Unless otherwise agreed, payments are due in advance. Credit card charges may be subject to automatic renewal as notified to and agreed by Advertiser during the registration or ordering process. Charges for renewal periods shall be calculated at the prevailing rates then offered by CLR Choice. Advertiser agrees to such automatic renewals and charges to Advertiser’s credit card, subject to Advertiser notifying CLR Choice by dates indicated by CLR Choice for notification for cancellation of any automatic renewal. Extension of credit to an advertising agency is based on the agency's acceptance of the sole liability for all advertising placed by the agency and billed to its account. If credit is extended to Advertiser, CLR Choice shall invoice Advertiser monthly or after the end date specified in the Order, whichever is earlier. In the event of nonpayment of any agency account, prior to referring such account for third party collections, CLR Choice reserves the right to contact the agency's client(s), as disclosed principal(s), for payment. If the outstanding balance is still not satisfied, CLR Choice may proceed with collections against both the agency and its client(s). Payment will be due within thirty (30) days from the invoice date. Amounts paid after such date shall bear interest at the rate of one and one-half percent (1 ½ %) per month (or the highest rate permitted by law, if less). In the event of any failure by Advertiser to make payment, Advertiser will be responsible for all reasonable expenses (including attorneys’ fees) incurred by CLR Choice in collecting such amounts. CLR Choice reserves the right to suspend performance of its obligations hereunder (or under any other agreement with Advertiser) in the event Advertiser fails to make timely payment hereunder or under any other agreement with CLR Choice. If charges are based upon impressions or clicks, then CLR Choice shall invoice and be paid by Advertiser based upon CLR Choice’s reports for impressions or clicks (as measured by CLR Choice in accordance with its standard methodologies and protocols), which absent manifest error, shall be deemed binding on the parties, or based upon any other invoice and pricing mechanism agreed by the parties. Advertiser agrees that all deposits are non-refundable. All Orders are done without agency discounts or agency fees and are due in full unless specifically noted. All payments shall be made in U.S. dollars. Advertiser shall be responsible for all taxes due on the sale of the Advertisements to Advertiser, including interest and penalties thereon (exclusive of taxes based on CLR Choice’s net income), which taxes shall include, without limitation, any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes.

Refund Policy.

There shall be no refunds for Advertisements ordered and properly served to the CLR Choice Website.

Usage Statistics.

Unless specified in the Order, CLR Choice makes no guarantee with respect to usage statistics or levels of impressions or clicks for any Advertisement. CLR Choice may provide Advertiser with periodic reports which illustrate past usage statistics relating to its Advertisement. CLR Choice may also provide Advertiser with general usage statistics relating to the aggregate advertising on the CLR Choice Website, but under no circumstances will CLR Choice provide any specific usage statistics relating to other advertisers. Advertiser may not disclose such usage statistics to any third-party without CLR Choice’s prior written consent.

Advertising Agency.

In the event that an advertising agency is executing this Agreement on behalf of an advertiser, such party executing this Agreement as agent shall be jointly and severally liable, with the advertiser, for all covenants and amounts owing hereunder. If an advertising agency places the Order on behalf of an advertiser, the agency thereby represents and warrants that it has full authority to bind the client advertiser to the terms of this Agreement and that it will ensure that the client advertiser complies with all such terms.

Representations.

Advertiser represents and warrants that it is solely responsible for any legal liability arising out of or relating to the Advertisement and any material to which users can link through the Advertisement. Advertiser represents and warrants that the Advertisement, as provided to CLR Choice (and the serving of such Advertisement by CLR Choice as contemplated in an Order), and any website to which such Advertisement shall link, will: (i) not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) not violate any applicable law, statute, ordinance or regulation, including, without limitation, laws and regulations governing content or export control; (iii) not be or contain material which is defamatory or trade libelous; (iv) not be or contain material which is lewd, pornographic or obscene; (v) not violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) not promote violence or hate speech; or (vii) not contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. Additionally, Advertiser represents and warrants that Advertiser has the right and authority to enter into this Agreement and grant to CLR Choice the rights, permissions, privileges and licenses granted herein, without reservation or restriction.

Indemnifications.

Advertiser agrees to defend, indemnify and hold harmless CLR Choice, its affiliates and their respective directors, officers, agents, employees and affiliates (collectively, “Indemnified Parties”) for any and all damages, costs, liabilities or expenses (including without limitation reasonable attorneys’ and expert witnesses’ fees) finally awarded to third parties payable by Indemnified Parties incurred or arising from any breach of the representations or warranties in this Agreement, any technical damage caused by the Advertisement or any portion thereof as provided, any claim arising from an Advertisement, Advertiser’s website or the sale or license of Advertiser’s goods or services or any other act, omission or misrepresentation by Advertiser. Advertiser shall control the defense and settlement, if any, of such action; provided that Advertiser shall not settle, offer to settle or admit liability in any action in which it controls the defense if such settlement, offer or admission could impose any liability on an Indemnified Party without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. CLR Choice shall cooperate in the defense of any claim for which Advertiser is indemnifying hereunder, at the expense of Advertiser.

Limitations on Liability; Disclaimer.

In the event (i) that CLR Choice fails to publish an Advertisement in accordance with the agreed schedule, or (ii) of any other failure, technical or otherwise, of such Advertisement to appear, the sole liability of CLR Choice to Advertiser shall be limited to, at CLR Choice’s sole discretion, a pro rata refund of the advertising fee, placement of the Advertisement at a later time in a comparable position, or extension of the run of the Advertisement. IN NO EVENT SHALL CLR CHOICE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUE OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THE ORDER OR SERVING OF THE ADVERTISEMENT, EVEN IF CLR CHOICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Without limiting the foregoing, CLR Choice shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind work slowdown or any other condition beyond the reasonable control of CLR Choice affecting production or delivery in any manner. THE MAXIMUM LIABILITY OF CLR CHOICE UNDER THIS AGREEMENT FOR ANY CLAIM, WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE SHALL NOT EXCEED THE AMOUNTS PAID BY ADVERTISER UNDER THE APPLICABLE ORDER.

CLR CHOICE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE INCLUDING, WITHOUT LIMITATION, THAT THE CLR CHOICE WEBSITE OR ANY THIRD PARTY WEBSITE TO WHICH CLR CHOICE SERVES ADVERTISEMENTS WILL OPERATE WITHOUT ERROR OR INTERRUPTIONS.

Confidentiality.

Advertiser agrees not to disclose to any third party CLR Choice’s pricing and other business terms that are disclosed by CLR Choice in relation to this Agreement, including, without limitation, information disclosed under the Section entitled “Usage Statistics.” Additionally, Advertiser shall not disclose information about CLR Choice’s users to any party, nor shall Advertiser use or allow any other party to use such user information in any manner that is or could reasonably be expected to be used by or on behalf of any product or service competitive with the CLR Choice Website. This paragraph will survive any cancellation of this Agreement.

Term; Termination.

The term of this Agreement with regards to the Advertisements is set forth in the Order. The term will automatically renew for an additional term equal to the length of the original term unless Advertiser requests cancellation at least one (1) day prior to the renewal date. Except as otherwise provided in an Order or as mutually agreed by the parties in writing, an Order is non-cancelable by Advertiser. Either party may terminate this Agreement in the event of a material breach of this Agreement by the other party, which remains uncured after thirty (30) days written notice thereof. If CLR Choice terminates this Agreement due to Advertiser's material breach of any requirement of this Agreement, all of Advertiser's payment obligations hereunder shall survive such termination. If Advertiser terminates the Agreement due to CLR Choice’s material breach of this Agreement, Advertiser will be responsible only for the pro-rata amount of the payments due under the Order. CLR Choice may terminate this Agreement and any Order at any time for any reason. In such event, Advertiser will be responsible only for only the pro-rata portion of payments due under the Order for the period during which the Advertisement ran.

Miscellaneous.

Neither the failure nor any delay on the part of CLR Choice to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof. This Agreement and applicable fees are subject to change by CLR Choice at any time by posting such revisions on the CLR Choice Website. Such changes shall be applicable to any new Advertisement commencing after such changes are posted on the CLR Website. The laws of the State of Florida shall govern all matters concerning the validity and interpretation of and performance under this Agreement, excluding such state’s conflicts of law rules, and the venue for any action with respect hereto shall be the applicable federal or state courts located in or with jurisdiction over Flagler County, Florida. Each of the parties hereto consents to the jurisdiction of the state and federal courts located in Flagler County, Florida, and agrees not to bring any action in regard of this Agreement or the transactions hereunder in any other jurisdiction. In the event that legal proceedings are initiated for the purpose of enforcing the terms of this Agreement, the prevailing party in any such proceeding shall be entitled to an award of reasonable attorneys' fees and costs incurred in bringing or defending such action. It is further agreed that the prevailing party shall be entitled to an award of reasonable attorneys' fees and costs incurred in collecting any judgment that results from any proceeding brought to enforce the terms of this Agreement. In no event shall CLR Choice be liable for any claim that arose more than one (1) year prior to the institution of suit thereon. This Agreement represents the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, express or implied, oral or written, except as herein contained. Advertiser may not assign or transfer this Agreement or any obligation incurred hereunder, without the prior written consent of CLR Choice. Any attempt to do so in contravention of this Section shall be void and of no force and effect. CLR Choice may assign this Agreement. In the event of any conflict in terms between these Terms and Conditions and the Order, these Terms and Conditions shall apply. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.