(Last Updated 7/24/2012)
This CityGrid® Publisher Program Terms and Conditions ("Terms and Conditions") is a legal contract between you ("Publisher" or "You") and CityGrid Media, LLC ("CityGrid Media", "we", "us" or "our") and applies to Your access and use of the CityGrid® Tools (as defined below) and participation in the CityGrid® Publisher Program ("Publisher Program"). You must read, agree with and accept all of the terms and conditions contained in this Terms and Conditions (including all addendums thereto, if any), Usage Requirements and Documentation (collectively, the "Agreement") to use the CityGrid® Tools and participate in the Publisher Program. We may amend the Agreement at any time by posting a revised version on the Publisher Center which terms shall be effective immediately, and by continuing to use the CityGrid® Tools (or any portion thereof), You agree to be bound by any such revised terms.
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Capitalized terms used in this Terms and Conditions have the meanings set forth in this Section 1 or elsewhere in the body of this Terms and Conditions.
1.1 "Advertiser" means a merchant an entity for whom CityGrid Media provides, directly or indirectly, advertising services, on the internet advertising services, mobile or any other advertising platforms now known or hereinafter developed.
1.2 "API" means a CityGrid® application programming interface, the use of which is subject to the Agreement.
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1.5 "Documentation" means any technical or other specifications or documentation documentations that CityGrid Media may make available or provide provides or makes available to You from time to time relating to or for use in connection with the CityGrid® Tools.
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1.12 "Places Page" means a web page located on a Publisher Application that is created by You using contains or incorporates Licensed Content provided by CityGrid Media that is dedicated to displaying information regarding one business.
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1.14 "Publisher Center" means CityGrid Media's Publisher Center accessible at http://publisher.citygridmedia.com/ and any successor sites thereto.
1.15 "Publisher Content" means all content available to End Users on the Publisher Application without cost, including without limitation editorial content, user-generated content and other content relating to a business listing and all updates thereto.
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1.17 "Web Link" means the CityGrid Media-designated URL redirect associated with any specified content, as provided in the Licensed Content.
2. License
2.1 API and Content License to Publisher. Subject to Your compliance with the TermAgreement, CityGrid Media hereby grants to You, during the term of this Terms and Conditions, a limited, non-exclusive, non-transferable, non-sublicensable (except as provided herein), royalty-free right and license in the United States of America to: (i) use the APIs to request and access Licensed Content; (ii)(a) use, serve, display and distribute Licensed Content through the Publisher Application solely via Internet Delivery and (b) with respect to any Web Links, establish such links and link users to the web pages to which such links are directed; and (iii) use the CityGrid® Tools solely as necessary to exercise the foregoing rights granted in this Section; each solely for the purposes authorized in the Agreement and each only in compliance with the Agreement and, with respect to certain Licensed Content, the terms and conditions of third party providers. For the avoidance of doubt, You acknowledge and agree that this is a grant of license only and CityGrid Media retains all Intellectual Property Rights in the CityGrid® Tools.
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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 parameters 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 discretion over what Licensed Content is made available to You at any time.
3.2 Use of Licensed Content. Your display and distribution of Licensed Content shall conform to the requirements of the Usage Requirements and Documentation with respect to the Licensed Contentcontent, impression tracking, attribution, content links and all other technical and operational usage requirementsspecifications. In addition, You shall post a usage requirement on each Publisher Application accessible to End Users which prohibits End Users from Your Publisher Application's terms of use shall prohibit End Users from generating, posting or otherwise distributing any content on the Publisher Application that (a) is related to illegal activities (e.g. illegal drugs, terrorism, criminal activities, contests, pyramid schemes or chain letters); (b) is pornographic or obscene; (c) is excessively graphic or explicitly violent; (d) is defamatory or profane; or (e) constitutes "hate speech", whether directed at an individual or a group, and whether based on upon the race, sex, creed, national origin, religious affiliation, sexual orientation 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 Licensed Content , or offending content (other than user-generated content which complies with Your Publisher Application's terms of use), and You shall remove such content within twenty-four (24) hours of such upon request from CityGrid Media in accordance with the Usage Requirements.
3.3 Protection of Licensed Content. You agree to use commercially reasonable efforts to protect against unauthorized access to, and use or distribution of , the Licensed Content, such precautions not to be less than the precautions generally taken in the industry with respect to valuable intellectual properties and the precautions You take to protect the confidentiality of Your own proprietary information. You shall be responsible for all loss and other unauthorized usage and/or distribution of Licensed Content accessed or otherwise obtained through You, Your account, the Publisher Application or other tools or systems under Your control.
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You are solely responsible for each Publisher Application, including all content and materials, maintenance and operation thereof, the proper implementation of CityGrid Media's specifications, and adherence to the Agreement. We are not responsible for anything related to the Publisher Application. In addition, we shall not be obligated to provide notice to You in the event that the APIs are unavailable, any Licensed Content is not being rendered or displayed properly, or any where End User action is not being properly tracked or captured through Your implementation of the Licensed Content or captured by CityGrid Media.
5. Prohibited Actions
You shall not, and shall not authorize, encourage or knowingly permit any 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 limitation actions to: (a) directly or indirectly generate or artificially increase or inflate the number of queries or clicks through any automated, deceptive, fraudulent or other invalid means; (b) display any Licensed Content on web page or web site that contains any pornographic, hate-related, violent or illegal content, or otherwise violates the legal rights of others; or (c) mislead CityGrid Media as to the Publisher's identity, including but not limited to without limitation the usage of a false email address or the impersonation of any person or entity. You acknowledge that any attempted participation or violation of any prohibited actions set forth in the Agreement is a material breach and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your participation 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 CityGrid Media all necessary access to the Publisher Application for such purpose without cost to CityGrid Media.
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You agree to direct to CityGrid Media any Advertiser concernconcerns, inquiries and/or comments related to Licensed Content displayed on the Publisher Application or made available by You.
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7.1 Calculation of Revenue Share. If, and at such time, the traffic You deliver meets CityGrid Media's standards, CityGrid Media will pay You in relation to the value that You generate to our Advertisers in accordance with the quality score associated with Your traffic, in each case as determined by CityGrid Media in its sole discretion for its participants in the Publisher Program. CityGrid 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 acknowledge that only one unique click, impression, tracked call or other event will be billable per Advertiser per user session (as determined in accordance with CityGrid Media's practices), and agree that CityGrid Media's measurements and records are the definitive measurements under this Terms and Conditions and will be used to calculate payments to You. 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's invalid connection policy does not recognize for payment any click, impression, tracked call or other event that: (a)(i) is generated via automated crawlers, robots or click generating scripts, (ii) occurs as a result of auto-spawning of browsers, or automated redirects, (iii) occurs as a result 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 intended to artificially increase or inflate the number of clicks or impressions generated under this Terms and Conditions, (v) occurs in connection with Your testing of the APIs, the Publisher Applications or any other services contemplated herein, it originates from Your IP addresses or computers under Your control, or occurs behind CityGrid Media's firewall, or (vi) the user data associated with it is insufficient for CityGrid Media to determine its validity; (b)(i) is the subject of a reasonable billing dispute by an Advertiser, (ii) occurs after the allocation of an Advertiser's budget has been reached, or (iii) is disqualified based on a CityGrid Media revenue recognition policy; (c) is co-mingled with a significant number of invalid clicks described in (a) or (b) above, or as a result of any breach of 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 CityGrid Media in its sole discretion (each, an "Invalid Connection").
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8. Term and Termination
8.1 Term. This Agreement Terms and Conditions shall commence upon Your indication of acceptance of the Terms Agreement (including providing the required information) ("Effective Date") and shall continue for a period of one (1) year. Thereafter, this Agreement Terms and Conditions shall automatically renew for consecutive one (1) year periods until this Agreement Terms and Conditions is terminated by either Party in accordance with the terms herein.
8.2 Termination. CityGrid 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 failed to commence and continue cure of such breach, where curable, to CityGrid Media's reasonable satisfaction within thirty (30) days after notification of such breach. Upon Your breach and during the cure period, CityGrid Media may suspend Your use of the CityGrid® Tools and /or participation in all or part of the Publisher Program until You have satisfactorily cured such breach. In additionthe event of any suspected breach by You of any part of the Agreement, we may at any time, in our reasonable discretion, suspend Your use of the CityGrid® Tools or participation in all or part of the Publisher Program in the event of any suspected breach by You of any part of the Agreement until conclusion of investigation to our satisfaction. CityGrid Media may also terminate this Terms and Conditions with You at any time immediately upon written notice to You including without limitation if Your account has not generated sufficient number of valid clicks, impressions or other 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 Conditions, You shall cease using and distributing Licensed Content and immediately (a) return or destroy, upon request, all intellectual property belonging to or received from CityGrid Media and provide certification if so requested, and (b) cease using CityGrid Media's intellectual property, including without limitation, CityGrid Media's Marks. Sections 1 (Definitions), 2.4 (Restrictions), 6, 7.1 2 (Payment Terms) (to the extent any payments are still due under this Terms and Conditions), 8.3 (Effect of Termination or Expiration), 9.1 (Ownership of CityGrid Media IP), 10 (Confidential Information), 12 (Indemnification), 13 (Limitation of Liability) and 14 (Miscellaneous) shall remain in full force and effect.
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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 any third party, nor disclose to any third party, any Confidential Information 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 protect the Confidential Information, such precaution not to be less than the precautions You take to protect the confidentiality of Your own Confidential Information. You agree to promptly notify CityGrid Media of any security breach, unauthorized use, disclosure or acquisition of Confidential Information through You, Your Account, the Publisher Application or any other of your tools and systems. "Confidential Information" means any and all information disclosed by CityGrid Media to You, in any form, that is designated, at or before the time of disclosure, as confidential or proprietary, or provided under circumstances reasonably indicating that the information is confidential or proprietary. Confidential Information shall include, without limitation, all source code, technology, programming, trade secrets, customer lists, technical data, traffic and financial data, and click-through and conversion rates related to the Publisher Program, CityGrid® (including without limitation all CityGrid Media owned and operated web sites and software applications) and CityGrid Media. Confidential Information shall not include information which You can demonstrate (a) is in or becomes a part of the public domain through no act or omission by You; (b) was in Your lawful possession prior to the disclosure and had not been subject to limitations on disclosure or use; (c) is independently developed by You without use of the Confidential Information; or (d) is lawfully disclosed to You, without restriction, by a third party who did not acquire the information directly or indirectly from CityGrid Media. Notwithstanding the foregoing, the Parties hereby agree that CityGrid Media's list of advertisers, whether derived directly from CityGrid Media, the Licensed Content, or otherwise shall be deemed Confidential Information of CityGrid Media.
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14.11 Entirety; Amendments. The Agreement constitute constitutes the entire agreement between the Parties with respect to the subject matter hereof. The Agreement supersede and govern any other prior or collateral agreements (including without limitation, any warranties) with respect to the subject matter hereof. In the event of any conflict amongst the various documents that make the Agreement, the terms of each document will take precedence as follows (with the first document having the highest precedence): addendum to this Terms and Conditions as executed by the Parties, if any, this Terms and Conditions, the Documentation and the Usage Requirements. Except as otherwise permitted herein, any modifications to the Agreement must be in writing and signed on behalf of each Party by its duly authorized representative. Nothing in the Agreement shall be deemed to impair, restrict, limit or affect (except as otherwise set forth herein) in any way the manner in which CityGrid Media operates its business.
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