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(Last Updated 7/24/2012)
This CityGrid=C2=AE Publisher Program Terms and Conditions (=E2=80=9C
Capitalized terms used in this Terms and Conditions have the meanings se= t forth in this Section 1 or elsewhere in the body of this Terms and Condit= ions.
1.1 =E2=80=9CAdvertiser=E2=80=9D means an entity for whom CityGrid Media provides, directly or i= ndirectly, advertising services, on the internet, mobile or any other adver= tising platforms now known or hereinafter developed.
1.2 =E2=80=9CAPI=E2= =80=9D means a CityGrid=C2=AE application programming interface, the use of= which is subject to the Agreement.
1.3 =E2=80=9CCityGrid=C2=AE<= /span>=E2=80=9D means the content and advertising network owned and operate= d by CityGrid Media, including without limitation, the websites and softwar= e applications that are wholly owned by CityGrid Media or its corporate aff= iliates or operating under the direction of CityGrid Media, including witho= ut limitation, Citysearch.com, InsiderPages.com and Urbanspoon.com and any = successor sites thereto, and third party websites and software applications= .
1.4 =E2=80=9CCityGrid=C2=AE = Tools=E2=80=9D means the APIs, Licensed Content, Publisher Center, U= sage Requirements, Documentation, technical support and all other tools, se= rvices and information with respect to CityGrid=C2=AE, the Publisher Progra= m or Licensed Content that CityGrid Media makes available to You from time = to time through the Publisher Center or any other means.
1.5 =E2=80=9CDocumentation= span>=E2=80=9D means any technical or other specifications or documentation= s that CityGrid Media provides or makes available to You from time to time = relating to or for use in connection with the CityGrid=C2=AE Tools.
1.6 =E2=80=9CEnd User= =E2=80=9D means an end user on a Publisher Application.
1.7 =E2=80=9CIntellectual Pr= operty Rights=E2=80=9D means any and all rights existing from time t= o time under patent, copyright, trademark, trade secret, unfair competition= , moral rights, publicity rights, or privacy rights laws and any and all ot= her proprietary rights.
1.8 =E2=80=9CInternet Delive= ry=E2=80=9D means delivery via streaming over the global network of = interconnected computer networks (including the so-called Internet, Interne= t2 and World Wide Web) using technology that is currently known as Internet= Protocol, whether transmitted over cable, satellite, wireless connections = or other means including so-called =E2=80=9C3G=E2=80=9D, =E2=80=9C4G=E2=80= =9D or other mobile networks.
1.9 =E2=80=9CLicensed Conten= t=E2=80=9D means all content provided or made available by CityGrid = Media to Publisher.
1.10 =E2=80=9CMarks= =E2=80=9D means those certain indicia, logos, service marks, trademarks, an= d trade names used by a Party from time to time during the term of this Ter= ms and Conditions to identify its products and services.
1.11 =E2=80=9CParty= =E2=80=9D means CityGrid Media or Publisher, as contextually applicable; an= d =E2=80=9CParties=E2=80= =9D means CityGrid Media and Publisher, collectively.
1.12 =E2=80=9CPlaces Page=E2=80=9D means a page located on a Publisher Application that contains= or incorporates Licensed Content provided by CityGrid Media that is dedica= ted to displaying information regarding one business.
1.13 =E2=80=9CPublisher Appl= ication=E2=80=9D means Your wholly owned and operated website(s) and= /or software application(s) (whether accessible via desktop, laptop, mobile= , tablet or other hardware device) through which Licensed Content is distri= buted to End Users, a list of which is provided to CityGrid Media along wit= h Your enrollment in the Publisher Program and updated by You on a monthly = basis.
1.14 =E2=80=9CPublisher Cent= er=E2=80=9D means CityGrid Media=E2=80=99s Publisher Center accessib= le at http://publisher.citygridmedia.com/ and any success= or sites thereto.
1.15 =E2=80=9CPublisher Content=E2=80=9D means all content available to End Use= rs on the Publisher Application without cost, including without limitation = editorial content, user-generated content and other content relating to a b= usiness listing and all updates thereto.
1.16 =E2=80=9CUsage Requirem= ents=E2=80=9D means the operational specifications, standards and us= age requirements for use of the APIs and Licensed Content, as established b= y CityGrid Media from time to time and made available at the Publisher Cent= er or otherwise communicated to Publisher.
1.17 =E2=80=9CWeb Link=E2=80=9D means the CityGrid Media-designated URL redirect associated with= any specified content, as provided in the Licensed Content.
2.1 API and Content License = to Publisher. Subject to Your compliance with the Agreement, CityGri= d Media hereby grants to You, during the term of this Terms and Conditions,= a limited, non-exclusive, non-transferable, non-sublicensable (except as p= rovided herein), royalty-free right and license in the United States of Ame= rica to: (i) use the APIs to request and access Licensed Content; (ii)(a) u= se, serve, display and distribute Licensed Content through the Publisher Ap= plication solely via Internet Delivery and (b) with respect to any Web Link= s, establish such links and link users to the web pages to which such links= are directed; and (iii) use the CityGrid=C2=AE Tools solely as necessary t= o exercise the foregoing rights granted in this Section; each solely for th= e purposes authorized in the Agreement and each only in compliance with the= Agreement and, with respect to certain Licensed Content, the terms and con= ditions of third party providers. For the avoidance of doubt, You acknowled= ge and agree that this is a grant of license only and CityGrid Media retain= s all Intellectual Property Rights in the CityGrid=C2=AE Tools.
2.2 Content License to CityG= rid Media. Subject to CityGrid Media=E2=80=99s compliance with our o= bligations in this Section 2.2, You hereby grant to CityGrid Media, during = the term of this Terms and Conditions, a limited, non-exclusive, non-transf= erable, non-sublicenseable (except to and through CityGrid=C2=AE), royalty-= free right and license in the United States of America to: (i) use, serve, = display and distribute Publisher Content through CityGrid=C2=AE; (ii) estab= lish URL redirects and link users to web pages to which such links are dire= cted; and (iii) access Publisher Content by crawling, mining, scraping or s= uch other method as may be mutually agreed by the Parties. CityGrid Media w= ill place attribution on every webpage that displays Publisher Content in t= he form of a link linking an end user back to the Publisher Application. Su= ch attribution shall be placed near the location on the web page on which t= he Publisher Content is displayed such that an end user would reasonably co= nclude that You are the source of such Publisher Content.
2.3 Reservation of Rights. Any rights not expressly granted in the Agreement are reserved by Cit= yGrid Media, and all implied licenses are disclaimed. Without limiting the = foregoing, You shall not, without CityGrid Media=E2=80=99s prior written co= nsent, sublicense the CityGrid=C2=AE Tools to any third party, or cause or = authorize the distribution and display of Licensed Content (including witho= ut limitation all derivative works thereof) on any third party websites or = software applications. If authorization is granted by CityGrid Media, You m= ay sublicense the Licensed Content to those third parties (each, a =E2=80= =9CSublicensee=E2=80=9D) through Your network of affiliated and third party= websites and software applications, provided that: (a) You shall enter int= o a valid agreement with each such Sublicensee requiring that such Sublicen= see=E2=80=99s usage of Licensed Content be subject to the terms set forth t= herein and herein; (b) You shall be responsible for all actions and omissio= ns of Sublicensees, and all actions or omissions of Sublicensees shall be a= ttributed to You; and (c) CityGrid Media shall have the right at any time, = for any or no reason, to revoke its authorization and request that You ceas= e from distributing Licensed Content to any or all Sublicensees, and within= twenty-four (24) hours of receipt of notice from CityGrid Media of such el= ection, You shall cease all such distribution.
2.4 Restrictions. You= shall not use or disclose any information derived directly or indirectly f= rom Licensed Content (including without limitation, a listing or count of A= dvertisers) for any purpose except as specifically set forth in the Agreeme= nt. Without limiting the generality of the foregoing, You shall not use any= part of the Licensed Content as a lead or sales list. The obligations set = forth in this Section shall survive the termination of this Terms and Condi= tions.
3.1 Availability of Licensed= Content. CityGrid Media will make available the Licensed Content to= You via the APIs or such other method as designated by CityGrid Media from= time to time. You agree to only query the APIs within established search p= arameters and in accordance with the Usage Requirements and Documentation. = The relevancy of any Licensed Content shall be determined by CityGrid Media= at our reasonable discretion and CityGrid Media shall have the sole discre= tion over what Licensed Content is made available to You at any time.
3.2 Use of Licensed Content<= /span>. Your display and distribution of Licensed Content shall conform to = the requirements of the Usage Requirements and Documentation with respect t= o the content, impression tracking, attribution, content links and all othe= r technical and operational specifications. In addition, Your Publisher App= lication=E2=80=99s terms of use shall prohibit End Users from generating, p= osting or otherwise distributing any content on the Publisher Application t= hat (a) is related to illegal activities (e.g. illegal drugs, terrorism, cr= iminal activities, contests, pyramid schemes or chain letters); (b) is porn= ographic or obscene; (c) is excessively graphic or explicitly violent; (d) = is defamatory or profane; or (e) constitutes =E2=80=9Chate speech=E2=80=9D,= whether directed at an individual or a group, and whether based on upon th= e race, sex, creed, national origin, religious affiliation, sexual orientat= ion or language of such individual or group. CityGrid Media shall have the = right to request that You remove from the Publisher Application any or all = incorrect, problematic, or offending content (other than user-generated con= tent which complies with Your Publisher Application=E2=80=99s terms of use)= , and You shall remove such content upon request from CityGrid Media in acc= ordance with the Usage Requirements.
3.3 Protection of Licensed C= ontent. You agree to use commercially reasonable efforts to protect = against unauthorized access to, and use or distribution of the Licensed Con= tent, such precautions not to be less than the precautions generally taken = in the industry with respect to valuable intellectual properties and the pr= ecautions You take to protect the confidentiality of Your own proprietary i= nformation. You shall be responsible for all loss and other unauthorized us= age and/or distribution of Licensed Content accessed or otherwise obtained = through You, Your account, the Publisher Application or other tools or syst= ems under Your control.
You are solely responsible for each Publisher Application, including all= content and materials, maintenance and operation thereof, the proper imple= mentation of CityGrid Media=E2=80=99s specifications, and adherence to the = Agreement. We are not responsible for anything related to the Publisher App= lication. In addition, we shall not be obligated to provide notice to You i= n the event that the APIs are unavailable, any Licensed Content is not bein= g rendered or displayed properly, or where End User action is not being pro= perly tracked or captured through Your implementation of the Licensed Conte= nt.
You shall not, and shall not authorize, encourage or knowingly permit an= y third party to act in any way that violates any part of the Agreement or = any other agreement between You and CityGrid Media, including without limit= ation actions to: (a) directly or indirectly generate or artificially incre= ase or inflate the number of queries or clicks through any automated, decep= tive, fraudulent or other invalid means; (b) display any Licensed Content o= n web page or web site that contains any pornographic, hate-related, violen= t or illegal content, or otherwise violates the legal rights of others; or = (c) mislead CityGrid Media as to the Publisher=E2=80=99s identity, includin= g without limitation the usage of a false email address or the impersonatio= n of any person or entity. You acknowledge that any attempted participation= or violation of any prohibited actions set forth in the Agreement is a mat= erial breach and that we may pursue any and all applicable legal and equita= ble remedies against You, including an immediate suspension of Your partici= pation in the Publisher Program or termination of this Terms and Conditions= . CityGrid Media reserves the right to investigate and monitor, at its own = discretion, Your compliance with the Agreement and You shall provide CityGr= id Media all necessary access to the Publisher Application for such purpose= without cost to CityGrid Media.
You agree to direct to CityGrid Media any Advertiser concerns, inquiries= and/or comments related to Licensed Content displayed on the Publisher App= lication or made available by You.
7.1 Calculation of Revenue S= hare. If, and at such time, the traffic You deliver meets CityGrid M= edia=E2=80=99s standards, CityGrid Media will pay You in relation to the va= lue that You generate to our Advertisers in accordance with the quality sco= re associated with Your traffic, in each case as determined by CityGrid Med= ia in its sole discretion for its participants in the Publisher Program. Ci= tyGrid Media shall determine the validity and quality of all traffic in its= sole discretion. CityGrid Media makes no guarantee as to the amount of any= payment (if any) to be made to You under this Terms and Conditions. You ac= knowledge that only one unique click, impression, tracked call or other eve= nt will be billable per Advertiser per user session (as determined in accor= dance with CityGrid Media=E2=80=99s practices), and agree that CityGrid Med= ia=E2=80=99s measurements and records are the definitive measurements under= this Terms and Conditions. You further acknowledge and agree that all such= measurements will be final and not subject to challenge. Without limiting = the generality of the foregoing, You acknowledge that CityGrid Media=E2=80= =99s invalid connection policy does not recognize for payment any click, im= pression, tracked call or other event that: (a)(i) is generated via automat= ed crawlers, robots or click generating scripts, (ii) occurs as a result of= auto-spawning of browsers, or automated redirects, (iii) occurs as a resul= t of any incentive such as cash, credits or loyalty points or a request for= End User to click or call, (iv) is generated as a result of conduct intend= ed to artificially increase or inflate the number of clicks or impressions = generated under this Terms and Conditions, (v) occurs in connection with Yo= ur testing of the APIs, the Publisher Applications or any other services co= ntemplated herein, originates from Your IP addresses or computers under You= r control, or occurs behind CityGrid Media=E2=80=99s firewall, or (vi) the = user data associated with it is insufficient for CityGrid Media to determin= e its validity; (b)(i) is the subject of a reasonable billing dispute by an= Advertiser, (ii) occurs after the allocation of an Advertiser=E2=80=99s bu= dget has been reached, or (iii) is disqualified based on a CityGrid Media r= evenue recognition policy; (c) is co-mingled with a significant number of i= nvalid clicks described in (a) or (b) above, or as a result of any breach o= f any part of the Agreement by You for any applicable pay period; or (d) is= otherwise determined to be invalid or fraudulent; each as determined by Ci= tyGrid Media in its sole discretion (each, an =E2=80=9CInvalid Connection=E2=80=9D).
7.2 Payment Terms
(a) Payment to Publisher. Unless otherwise agreed to by the Parties in writing, any payments to = You shall be sent by CityGrid Media approximately thirty (30) days after th= e end of each calendar month; provided that if Your earned balance is less = than $500, then CityGrid Media may, in its sole discretion, carry such bala= nce over to the following month. In the event this Terms and Conditions is = terminated, CityGrid Media shall pay Your earned balance to You within appr= oximately ninety (90) days after the effective date of termination. We rese= rve the right to withhold payment to You in the event of Your breach of any= part of the Agreement pending our reasonable investigation or in the event= that an Advertiser whose advertisement is displayed in connection with the= Publisher Application defaults on payments for such advertisement to CityG= rid Media. We may also charge back or offset from Your account any amounts = owed by You to CityGrid Media, including without limitation, amounts previo= usly paid to You for clicks, impressions or other event that upon further r= eview, were determined to be Invalid Connections. In addition, if You are p= ast due on any payment to us, we reserve the right to withhold or offset pa= yment until all amounts owed by You have been paid in full to us.
(b) Payment to CityGrid Medi= a. Within approximately thirty (30) days of the end of each calendar= month, if Publisher has incurred usage fees from exceeding monthly query l= imits and/or accessing certain Licensed Content identified as requiring usa= ge fees, then CityGrid Media will send You an invoice setting forth the agg= regate usage fees payable for the month, and You shall pay the invoice amou= nt to CityGrid Media within thirty (30) days of Your receipt of each invoic= e in accordance with CityGrid Media written payment instructions. Notwithst= anding the foregoing, CityGrid Media reserves the right to offset from any = balanced earned by You in accordance with Section 7.2(a) any such amounts o= wed by You to CityGrid Media.
(c) General. All amou= nts payable under this Terms and Conditions are denominated in U.S. dollars= and are exclusive of all applicable domestic and foreign taxes, duties and= excises in connection therewith. To ensure proper payment to You, You are = solely responsible for providing and maintaining accurate contact and payme= nt information associated with Your account. For U.S. taxpayers, this infor= mation includes, without limitation, a valid U.S. tax identification number= and a fully-completed Form W-9. Any bank fees related to returned or cance= lled checks due to a contact or payment information error or omission may b= e deducted from the newly issued payment. You agree to pay all applicable t= axes or charges imposed by any government entity in connection with Your pa= rticipation in the Publisher Program. CityGrid Media may change its pricing= and/or payment structure at any time. If You dispute any payment made unde= r this Terms and Conditions, You must notify us in writing within thirty (3= 0) days of any such payment; failure to so notify us shall result in the wa= iver by You of any claim relating to any such disputed payment.
7.3 Reporting. CityGr= id Media will provide You with daily preliminary and monthly reports settin= g forth the number of clicks, impressions, tracked calls or other events by= an End User as designated by CityGrid Media from time to time that caused = an Advertiser to be charged a fee (exclusive of Invalid Connections).
8.1 Term. This Terms = and Conditions shall commence upon Your indication of acceptance of the Agr= eement (including providing the required information) (=E2=80=9CEffective Date=E2=80=9D) and shall = continue for a period of one (1) year. Thereafter, this Terms and Condition= s shall automatically renew for consecutive one (1) year periods until this= Terms and Conditions is terminated by either Party in accordance with the = terms herein.
8.2 Termination. City= Grid Media may immediately terminate this Terms and Conditions in the event= of Your material breach of any part of the Agreement and where You have fa= iled to commence and continue cure of such breach, where curable, to CityGr= id Media=E2=80=99s reasonable satisfaction within thirty (30) days after no= tification of such breach. Upon Your breach and during the cure period, Cit= yGrid Media may suspend Your use of the CityGrid=C2=AE Tools and /or partic= ipation in all or part of the Publisher Program until You have satisfactori= ly cured such breach. In the event of any suspected breach by You of any pa= rt of the Agreement, we may, in our reasonable discretion, suspend Your use= of the CityGrid=C2=AE Tools or participation in all or part of the Publish= er Program until conclusion of investigation to our satisfaction. CityGrid = Media may also terminate this Terms and Conditions with You at any time imm= ediately upon written notice to You including without limitation if Your ac= count has not generated sufficient number of valid clicks, impressions or o= ther events (as determined by CityGrid Media) for a period of two months or= more. You may terminate this Terms and Conditions with CityGrid Media for = any or no reason, at any time, by sending written notice to CityGrid Media,= and the termination shall be effective ten (10) days after receipt of such= notice by CityGrid Media.
8.3 Effect of Termination or= Expiration. Upon the termination or expiration of this Terms and Co= nditions, You shall cease using and distributing Licensed Content and immed= iately (a) return or destroy, upon request, all intellectual property belon= ging to or received from CityGrid Media and provide certification if so req= uested, and (b) cease using CityGrid Media=E2=80=99s intellectual property,= including without limitation, CityGrid Media=E2=80=99s Marks. Sections 1 (= Definitions), 2.4 (Restrictions), 7.2 (Payment Terms) (to the extent any pa= yments are still due under this Terms and Conditions), 8.3 (Effect of Termi= nation or Expiration), 9.1 (Ownership of CityGrid Media IP), 10 (Confidenti= al Information), 12 (Indemnification), 13 (Limitation of Liability) and 14 = (Miscellaneous) shall remain in full force and effect.
9.1 Ownership of CityGrid Me=
dia IP. You acknowledge that, as between You and CityGrid Media, Cit=
yGrid Media is and shall continue to be the sole and exclusive owner of: (a=
) all right, title and interest in and to all Intellectual Property Rights =
associated with the CityGrid=C2=AE Tools, CityGrid=C2=AE (including without=
limitation all CityGrid Media owned and operated web sites and software ap=
plications), its Marks and any other proprietary technology, source code, s=
oftware, tools and technical documentation licensed by or otherwise provide=
d by CityGrid Media to You and used in connection with the Agreement, inclu=
ding without limitation, any JavaScript required to be implemented by You p=
ursuant to the Agreement, and any technology, methods, or processes in any =
way related to the generation or recording of clicks, impressions or other =
End User activity, and (b) all data related to the CityGrid=C2=AE Tools or =
the operation of any area of CityGrid=C2=AE (collectively with clause (a), =
the =E2=80=9CCityGrid Media IP<=
/span>=E2=80=9D). Except for the limited licenses expressly granted hereund=
er, neither the Agreement nor CityGrid Media=E2=80=99s provision of CityGri=
d=C2=AE Tools to You shall be construed as conferring upon You any right or=
license in or to the CityGrid Media IP, by implication, estoppel or otherw=
ise. All uses of the CityGrid Media IP and any and all goodwill and other p=
roprietary rights that are created by or that result from such use is on be=
half of, accrues and inures solely to the benefit of CityGrid Media. You di=
sclaim any right, title or interest in or to the CityGrid Media IP and You =
shall not assert any intellectual property ownership or any other proprieta=
ry rights in, or contest the validity of, or CityGrid Media=E2=80=99s owner=
ship of, or impair the rights of CityGrid Media in the CityGrid Media IP.=
p>
9.2 Trademarks. You h=
ereby grant CityGrid Media the right to use Your Marks and screen shots of =
the Publisher Application in CityGrid Media=E2=80=99s promotional and marke=
ting materials, financial reports, publisher lists, and other materials to =
identify You as a member of the Publisher Program. CityGrid Media shall als=
o have the right to identify You to Advertisers as a source of traffic to t=
heir advertising. Except as set forth in this Terms and Conditions, Publish=
er shall not use CityGrid Media=E2=80=99s Marks without CityGrid Media=E2=
=80=99s prior written approval in each instance and then only pursuant to C=
ityGrid Media=E2=80=99s trademark usage guidelines. You agree that, except as permitted under this Terms and Conditions, You=
will not otherwise use in any way for Your own account or the account of a=
ny third party, nor disclose to any third party, any Confidential Informati=
on revealed to you by CityGrid Media, except that Confidential Information =
may be disclosed pursuant to a regulation, law, court order or rule of any =
applicable securities exchange (but only to the minimum extent required to =
comply with such regulation, order or rule and with advance written notice =
to CityGrid Media). You shall take commercially reasonable efforts to prote=
ct the Confidential Information, such precaution not to be less than the pr=
ecautions You take to protect the confidentiality of Your own Confidential =
Information. You agree to promptly notify CityGrid Media of any security br=
each, unauthorized use, disclosure or acquisition of Confidential Informati=
on through You, Your Account, the Publisher Application or any other of you=
r tools and systems. =E2=80=9CC=
onfidential Information=E2=80=9D means any and all information discl=
osed by CityGrid Media to You, in any form, that is designated, at or befor=
e the time of disclosure, as confidential or proprietary, or provided under=
circumstances reasonably indicating that the information is confidential o=
r proprietary. Confidential Information shall include, without limitation, =
all source code, technology, programming, trade secrets, customer lists, te=
chnical data, traffic and financial data, and click-through and conversion =
rates related to the Publisher Program, CityGrid=C2=AE (including without l=
imitation all CityGrid Media owned and operated web sites and software appl=
ications) and CityGrid Media. Confidential Information shall not include in=
formation which You can demonstrate (a) is in or becomes a part of the publ=
ic domain through no act or omission by You; (b) was in Your lawful possess=
ion prior to the disclosure and had not been subject to limitations on disc=
losure or use; (c) is independently developed by You without use of the Con=
fidential Information; or (d) is lawfully disclosed to You, without restric=
tion, by a third party who did not acquire the information directly or indi=
rectly from CityGrid Media. Notwithstanding the foregoing, the Parties here=
by agree that CityGrid Media=E2=80=99s list of advertisers, whether derived=
directly from CityGrid Media, the Licensed Content, or otherwise shall be =
deemed Confidential Information of CityGrid Media. 11.1 Representations & W=
arranties. You hereby represent, warrant and covenant that (a) You h=
ave the authority to enter into this Terms and Conditions and to fully perf=
orm its obligations hereunder, (b) Your performance under this Terms and Co=
nditions does not and will not conflict with any of Your other obligations =
to any third parties or violate any Intellectual Property Rights of any thi=
rd parties, (c) You comply and will comply with all applicable federal, sta=
te, local and common laws, statutes, rules, regulations and ordinances, (d)=
You shall use all commercially reasonable efforts to prevent the introduct=
ion of any computer viruses, worms, Trojan horses, time outs, back doors, d=
isabling devices, code blocks and other disruptive or harmful code (=E2=80=
=9CViruses=E2=80=9D) in =
any queries, Publisher Application, software, and any other technology You =
use to interact with the APIs and any other CityGrid=C2=AE Tools, and (e) Y=
ou will not engage in, and will not allow any third party to engage in, any=
fraudulent or illegal acts aimed at generating clicks, impressions or othe=
r events with respect to the Licensed Content, including but not limited to=
, the use of robots, spiders (including search engine spiders) or other aut=
omated means. 11.2 Disclaimer of Warranty<=
/span>. EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRAN=
TY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RE=
SPECT TO ITS RESPECTIVE SERVICES, WEBSITES, NETWORKS AND/OR MATERIALS PROVI=
DED HEREUNDER, AND TO THE FULLEST EXTENT PERMITTED UNDER LAW, EACH PARTY EX=
PRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRI=
NGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR USE, INCLUDING WITHOUT LIMIT=
ATION ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR =
COURSE OF PERFORMANCE. YOU ACKNOWLEDGE AND AGREE THAT CITYGRID MEDIA=E2=80=
=99S SERVICES, CITYGRID=C2=AE AND THE CITYGRID=C2=AE TOOLS ARE PROVIDED ON =
AN =E2=80=9CAS IS=E2=80=9D AND =E2=80=9CAS AVAILABLE=E2=80=9D BASIS. CITYGR=
ID MEDIA IS NOT RESPONSIBLE FOR ANY THIRD PARTY CONTENT OR FOR ANY THIRD PA=
RTY SITES THAT CAN BE LINKED TO OR FROM THE LICENSED CONTENT. You agree to defend, indemnify and hold harmless CityGrid Media, its aff=
iliates, and each of its and their directors, officers, employees, agents, =
successors and assigns (collectively, the =E2=80=9CIndemnified Parties=E2=80=9D), from and against =
any and all claims, demands, actions, investigations or other proceedings, =
including but not limited to, all damages, losses, judgments, debts, liabil=
ities, costs and expenses arising therefrom, including reasonable outside a=
ttorneys=E2=80=99 fees (=E2=80=9CClaim=E2=80=9D), brought by a third party against the Indemnified =
Parties or any of them that arises out of or is based on: (a) Your breach o=
f Your representations, warranties, covenants or obligations under the Agre=
ement; or (b) or the operation of Your services and/or the Publisher Applic=
ation. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER=
OR YOUR UNAUTHORIZED USE OR DISTRIBUTION OF THE CITYGRID MEDIA IP, NEITHER=
PARTY WILL BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTIT=
UTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNI=
TIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGR=
EEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIA=
BILITY BROUGHT (INCLUDING WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENC=
E OR OTHER TORT THEORY OF LIABILITY) EVEN IF SUCH PARTY HAS BEEN ADVISED OF=
THE POSSIBILITY OF SUCH DAMAGES. CITYGRID MEDIA=E2=80=99S AGGREGATE LIABIL=
ITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUN=
T OF REVENUE RECEIVED BY CITYGRID MEDIA THAT IS GENERATED BY CLICKS, IMPRES=
SIONS OR OTHER EVENTS FROM THE PUBLISHER APPLICATION, LESS ANY AMOUNT PAID =
OR PAYABLE TO PUBLISHER, DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDIN=
G THE DATE OF THE CLAIM. 14.1 Notice. Any noti=
ce required for or permitted by the Agreement shall be in writing and (a) i=
f to Publisher, shall be sent via email to the email address You have on fi=
le with CityGrid Media and (b) if to CityGrid Media, shall be sent via emai=
l to CityGridSupport@citygridmedia.com and legal@citygridmedia.com, with a =
copy via certified or registered mail, return receipt requested, or by over=
night courier, to CityGrid Media, LLC, 8833 W. Sunset Blvd., West Hollywood=
, CA 90069, Attn: General Counsel. Notice hereunder shall be deemed deliver=
ed when sent. 14.2 Press Release. E=
xcept as otherwise permitted herein, neither Party will issue any press rel=
ease, make any public announcement(s) or otherwise disclose to any third pa=
rties the relationship established by this Terms and Conditions without the=
express prior written consent of the other Party. 14.3 Assignment. You =
shall not assign, transfer, sublicense, subdistribute, transfer, mortgage, =
pledge or hypothecate Your rights hereunder, in whole or in part, whether v=
oluntarily or by operation of law (including, without limitation, by merger=
, consolidation or change in control), without CityGrid Media=E2=80=99s pri=
or written approval, nor shall any rights or licenses be assigned or transf=
erred or duties delegated by You to any third party by operation of law or =
otherwise. Any purported transfer, assignment or delegation shall be null a=
nd void and without effect, and the rights and licenses granted hereunder s=
hall thereupon become voidable at the option of CityGrid Media. Notwithstan=
ding the foregoing, You shall have the right to assign this Terms and Condi=
tions as a part of a sale or transfer of all or substantially all of Your s=
tock or assets; provided that You shall provide written notice to CityGrid =
Media prior to the effective date of such sale or transfer by You to a thir=
d party assignee, and provided further that CityGrid Media shall have the r=
ight to immediately terminate this Terms and Conditions upon its receipt of=
such notice. 14.4 Suspension. City=
Grid Media may immediately suspend the operation of this Terms and Conditio=
ns if: (a) CityGrid Media reasonably believes that it does not have or no l=
onger has, or there is actual or potential litigation regarding, the rights=
necessary to authorize Publisher to distribute Licensed Content; or (b) Ci=
tyGrid Media reasonably believes that continued performance by the Parties =
hereunder may violate the terms of any of CityGrid Media=E2=80=99s agreemen=
ts with, or may adversely affect CityGrid Media=E2=80=99s material relation=
ships with, any third party rights holder. 14.5 Third Party Beneficiari=
es. All rights and obligations of the Parties hereunder are personal=
to them and this Terms and Conditions is not intended to benefit, nor shal=
l it be deemed to give rise to, any rights in any third party. 14.6 Governing Law. T=
his Terms and Conditions will be governed and construed in accordance with =
California law, without regard to its conflict of law principles. Any dispu=
te or claim arising out of or in connection with this Terms and Conditions =
shall be finally settled by the state or federal courts located in Los Ange=
les County, California, to whose exclusive jurisdiction and in which venue =
the parties irrevocably submit. 14.7 Independent Contractors=
. The relationship of Publisher and CityGrid Media established by th=
is Terms and Conditions is that of independent contractors, and nothing con=
tained in this Terms and Conditions will create or be construed to create a=
ny partnership, joint venture, agency, franchise, sales representative, emp=
loyment or fiduciary relationship between the Parties. 14.8 Non-Exclusivity.=
Except as otherwise set forth herein, this Terms and Conditions is non-exc=
lusive and either Party may enter into similar agreements for similar servi=
ces provided herein with third parties. 14.9 Force Majeure. N=
either Party shall be liable hereunder by reason of any failure or delay in=
the performance of its obligations (except for the payment of money) on ac=
count of strikes, shortages, riots, insurrection, fires, flood, storm, expl=
osions, earthquakes, Internet outages not caused by a Party, acts of God, a=
cts of war, acts of terrorism, governmental action, or any other cause that=
is beyond the reasonable control of such Party. 14.10 Compliance with Law. Each Party shall be responsible for compliance with all applicable la=
ws, rules and regulations, if any, related to the performance of its obliga=
tions under this Terms and Conditions. 14.11 Entirety; Amendments=
span>. The Agreement constitutes the entire agreement between the Parties w=
ith respect to the subject matter hereof. The Agreement supersede and gover=
n any other prior or collateral agreements (including without limitation, a=
ny warranties) with respect to the subject matter hereof. In the event of a=
ny conflict amongst the various documents that make the Agreement, the term=
s of each document will take precedence as follows (with the first document=
having the highest precedence): addendum to this Terms and Conditions as e=
xecuted by the Parties, if any, this Terms and Conditions, the Documentatio=
n and the Usage Requirements. Except as otherwise permitted herein, any mod=
ifications to the Agreement must be in writing and signed on behalf of each=
Party by its duly authorized representative. Nothing in the Agreement shal=
l be deemed to impair, restrict, limit or affect (except as otherwise set f=
orth herein) in any way the manner in which CityGrid Media operates its bus=
iness. 14.12 Severability. I=
f any provision of this Terms and Conditions is held or made invalid or une=
nforceable for any reason, such invalidity shall not affect the remainder o=
f this Terms and Conditions, and the invalid or unenforceable provisions sh=
all be replaced by a mutually acceptable provision, which being valid, lega=
l and enforceable comes closest to the original intentions of the Parties h=
ereto and has like economic effect. 14.13 Waiver. The ter=
ms or covenants of this Terms and Conditions may be waived only by a writte=
n instrument executed by the Party waiving compliance. The failure of eithe=
r Party at any time or times to require performance of any provision hereof=
shall in no manner affect the right at a later time to enforce the same. N=
o waiver by either Party of the breach of any term or covenant contained in=
this Terms and Conditions, whether by conduct or otherwise, in any one or =
more instances, shall be deemed to be, or construed as, a further or contin=
uing waiver of any such breach or a waiver of the breach of any other term =
or covenant contained in this Terms and Conditions. 14.14 Section Headings. The section headings contained in this Terms and Conditions are for refe=
rence purposes only and shall not in any way affect the meaning or interpre=
tation of this Terms and Conditions.10. Confidential I=
nformation
11. Represent=
ations and Warranties
12. Indemnification
13. Limitation of Li=
ability
14. Miscellaneous