(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 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.
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 an entity for whom CityGrid Media provides, directly or indirectly, advertising services, on the internet, 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.
1.3 "CityGrid®" means the content and advertising network owned and operated by CityGrid Media, including without limitation, the websites and software applications that are wholly owned by CityGrid Media or its corporate affiliates or operating under the direction of CityGrid Media, including without limitation, Citysearch.com, InsiderPages.com and Urbanspoon.com and any successor sites thereto, and third party websites and software applications.
1.4 "CityGrid® Tools" means the APIs, Licensed Content, Publisher Center, Usage Requirements, Documentation, technical support and all other tools, services and information with respect to CityGrid®, the Publisher Program or Licensed Content that CityGrid Media makes available to You from time to time through the Publisher Center or any other means.
1.5 "Documentation" means any technical or other specifications or documentations that CityGrid Media provides or makes available to You from time to time relating to or for use in connection with the CityGrid® Tools.
1.6 "End User" means an end user on a Publisher Application.
1.7 "Intellectual Property Rights" means any and all rights existing from time to time under patent, copyright, trademark, trade secret, unfair competition, moral rights, publicity rights, or privacy rights laws and any and all other proprietary rights.
1.8 "Internet Delivery" means delivery via streaming over the global network of interconnected computer networks (including the so-called Internet, Internet2 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 "3G", "4G" or other mobile networks.
1.9 "Licensed Content" means all content provided or made available by CityGrid Media to Publisher.
1.10 "Marks" means those certain indicia, logos, service marks, trademarks, and trade names used by a Party from time to time during the term of this Terms and Conditions to identify its products and services.
1.11 "Party" means CityGrid Media or Publisher, as contextually applicable; and "Parties" means CityGrid Media and Publisher, collectively.
1.12 "Places Page" means a page located on a Publisher Application that contains or incorporates Licensed Content provided by CityGrid Media that is dedicated to displaying information regarding one business.
1.13 "Publisher Application" 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 distributed to End Users, a list of which is provided to CityGrid Media along with Your enrollment in the Publisher Program and updated by You on a monthly basis.
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.
1.16 "Usage Requirements" means the operational specifications, standards and usage requirements for use of the APIs and Licensed Content, as established by CityGrid Media from time to time and made available at the Publisher Center or otherwise communicated to Publisher.
1.17 "Web Link" 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, 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.
2.2 Content License to CityGrid Media. Subject to CityGrid Media's compliance with our obligations in this Section 2.2, You hereby grant to CityGrid Media, during the term of this Terms and Conditions, a limited, non-exclusive, non-transferable, non-sublicenseable (except to and through CityGrid®), royalty-free right and license in the United States of America to: (i) use, serve, display and distribute Publisher Content through CityGrid®; (ii) establish URL redirects and link users to web pages to which such links are directed; and (iii) access Publisher Content by crawling, mining, scraping or such other method as may be mutually agreed by the Parties. CityGrid Media will place attribution on every webpage that displays Publisher Content in the form of a link linking an end user back to the Publisher Application. Such attribution shall be placed near the location on the web page on which the Publisher Content is displayed such that an end user would reasonably conclude 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 CityGrid Media, and all implied licenses are disclaimed. Without limiting the foregoing, You shall not, without CityGrid Media's prior written consent, sublicense the CityGrid® Tools to any third party, or cause or authorize the distribution and display of Licensed Content (including without limitation all derivative works thereof) on any third party websites or software applications. If authorization is granted by CityGrid Media, You may sublicense the Licensed Content to those third parties (each, a "Sublicensee") through Your network of affiliated and third party websites and software applications, provided that: (a) You shall enter into a valid agreement with each such Sublicensee requiring that such Sublicensee's usage of Licensed Content be subject to the terms set forth therein and herein; (b) You shall be responsible for all actions and omissions of Sublicensees, and all actions or omissions of Sublicensees shall be attributed 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 cease from distributing Licensed Content to any or all Sublicensees, and within twenty-four (24) hours of receipt of notice from CityGrid Media of such election, You shall cease all such distribution.
2.4 Restrictions. You shall not use or disclose any information derived directly or indirectly from Licensed Content (including without limitation, a listing or count of Advertisers) for any purpose except as specifically set forth in the Agreement. 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 Conditions.
3. Implementation and Operation
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.
3.3 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.
4. Parties' Responsibilities
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 where End User action is not being properly tracked or captured through Your implementation of the Licensed Content.
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 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.
6. Communication Solely with CityGrid Media
You agree to direct to CityGrid Media any Advertiser concerns, inquiries and/or comments related to Licensed Content displayed on the Publisher Application or made available by You.
7. Payment & Reporting
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. 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, 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").
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 the 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 balance over to the following month. In the event this Terms and Conditions is terminated, CityGrid Media shall pay Your earned balance to You within approximately ninety (90) days after the effective date of termination. We reserve 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 CityGrid Media. We may also charge back or offset from Your account any amounts owed by You to CityGrid Media, including without limitation, amounts previously paid to You for clicks, impressions or other event that upon further review, were determined to be Invalid Connections. In addition, if You are past due on any payment to us, we reserve the right to withhold or offset payment until all amounts owed by You have been paid in full to us.
(b) Payment to CityGrid Media. Within approximately thirty (30) days of the end of each calendar month, if Publisher has incurred usage fees from exceeding monthly query limits and/or accessing certain Licensed Content identified as requiring usage fees, then CityGrid Media will send You an invoice setting forth the aggregate usage fees payable for the month, and You shall pay the invoice amount to CityGrid Media within thirty (30) days of Your receipt of each invoice in accordance with CityGrid Media written payment instructions. Notwithstanding 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 owed by You to CityGrid Media.
(c) General. All amounts 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 payment information associated with Your account. For U.S. taxpayers, this information includes, without limitation, a valid U.S. tax identification number and a fully-completed Form W-9. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Publisher Program. CityGrid Media may change its pricing and/or payment structure at any time. If You dispute any payment made under this Terms and Conditions, You must notify us in writing within thirty (30) days of any such payment; failure to so notify us shall result in the waiver by You of any claim relating to any such disputed payment.
7.3 Reporting. CityGrid Media will provide You with daily preliminary and monthly reports setting 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. Term and Termination
8.1 Term. This Terms and Conditions shall commence upon Your indication of acceptance of the Agreement (including providing the required information) ("Effective Date") and shall continue for a period of one (1) year. Thereafter, this Terms and Conditions 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. 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 the event of any suspected breach by You of any part of the Agreement, we may, in our reasonable discretion, suspend Your use of the CityGrid® Tools or participation in all or part of the Publisher Program 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), 7.2 (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.
9. Intellectual Property Ownership
9.2 Trademarks. You hereby grant CityGrid Media the right to use Your Marks and screen shots of the Publisher Application in CityGrid Media's promotional and marketing materials, financial reports, publisher lists, and other materials to identify You as a member of the Publisher Program. CityGrid Media shall also have the right to identify You to Advertisers as a source of traffic to their advertising. Except as set forth in this Terms and Conditions, Publisher shall not use CityGrid Media's Marks without CityGrid Media's prior written approval in each instance and then only pursuant to CityGrid Media's trademark usage guidelines.
10. Confidential Information
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.
11. Representations and Warranties
11.1 Representations & Warranties. You hereby represent, warrant and covenant that (a) You have the authority to enter into this Terms and Conditions and to fully perform its obligations hereunder, (b) Your performance under this Terms and Conditions does not and will not conflict with any of Your other obligations to any third parties or violate any Intellectual Property Rights of any third parties, (c) You comply and will comply with all applicable federal, state, local and common laws, statutes, rules, regulations and ordinances, (d) You shall use all commercially reasonable efforts to prevent the introduction of any computer viruses, worms, Trojan horses, time outs, back doors, disabling devices, code blocks and other disruptive or harmful code ("Viruses") in any queries, Publisher Application, software, and any other technology You use to interact with the APIs and any other CityGrid® Tools, and (e) You 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 other events with respect to the Licensed Content, including but not limited to, the use of robots, spiders (including search engine spiders) or other automated means.
11.2 Disclaimer of Warranty. EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ITS RESPECTIVE SERVICES, WEBSITES, NETWORKS AND/OR MATERIALS PROVIDED HEREUNDER, AND TO THE FULLEST EXTENT PERMITTED UNDER LAW, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR USE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. YOU ACKNOWLEDGE AND AGREE THAT CITYGRID MEDIA'S SERVICES, CITYGRID® AND THE CITYGRID® TOOLS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CITYGRID MEDIA IS NOT RESPONSIBLE FOR ANY THIRD PARTY CONTENT OR FOR ANY THIRD PARTY SITES THAT CAN BE LINKED TO OR FROM THE LICENSED CONTENT.
You agree to defend, indemnify and hold harmless CityGrid Media, its affiliates, and each of its and their directors, officers, employees, agents, successors and assigns (collectively, the "Indemnified Parties"), from and against any and all claims, demands, actions, investigations or other proceedings, including but not limited to, all damages, losses, judgments, debts, liabilities, costs and expenses arising therefrom, including reasonable outside attorneys' fees ("Claim"), brought by a third party against the Indemnified Parties or any of them that arises out of or is based on: (a) Your breach of Your representations, warranties, covenants or obligations under the Agreement; or (b) or the operation of Your services and/or the Publisher Application.
13. Limitation of Liability
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 SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CITYGRID MEDIA'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT OF REVENUE RECEIVED BY CITYGRID MEDIA THAT IS GENERATED BY CLICKS, IMPRESSIONS OR OTHER EVENTS FROM THE PUBLISHER APPLICATION, LESS ANY AMOUNT PAID OR PAYABLE TO PUBLISHER, DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
14.1 Notice. Any notice required for or permitted by the Agreement shall be in writing and (a) if to Publisher, shall be sent via email to the email address You have on file with CityGrid Media and (b) if to CityGrid Media, shall be sent via email to CityGridSupport@citygridmedia.com and firstname.lastname@example.org, with a copy via certified or registered mail, return receipt requested, or by overnight courier, to CityGrid Media, LLC, 8833 W. Sunset Blvd., West Hollywood, CA 90069, Attn: General Counsel. Notice hereunder shall be deemed delivered when sent.
14.2 Press Release. Except as otherwise permitted herein, neither Party will issue any press release, make any public announcement(s) or otherwise disclose to any third parties 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 voluntarily or by operation of law (including, without limitation, by merger, consolidation or change in control), without CityGrid Media's prior written approval, nor shall any rights or licenses be assigned or transferred or duties delegated by You to any third party by operation of law or otherwise. Any purported transfer, assignment or delegation shall be null and void and without effect, and the rights and licenses granted hereunder shall thereupon become voidable at the option of CityGrid Media. Notwithstanding the foregoing, You shall have the right to assign this Terms and Conditions as a part of a sale or transfer of all or substantially all of Your stock 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 third party assignee, and provided further that CityGrid Media shall have the right to immediately terminate this Terms and Conditions upon its receipt of such notice.
14.4 Suspension. CityGrid Media may immediately suspend the operation of this Terms and Conditions if: (a) CityGrid Media reasonably believes that it does not have or no longer has, or there is actual or potential litigation regarding, the rights necessary to authorize Publisher to distribute Licensed Content; or (b) CityGrid Media reasonably believes that continued performance by the Parties hereunder may violate the terms of any of CityGrid Media's agreements with, or may adversely affect CityGrid Media's material relationships with, any third party rights holder.
14.5 Third Party Beneficiaries. All rights and obligations of the Parties hereunder are personal to them and this Terms and Conditions is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.
14.6 Governing Law. This Terms and Conditions will be governed and construed in accordance with California law, without regard to its conflict of law principles. Any dispute 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 Angeles 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 this Terms and Conditions is that of independent contractors, and nothing contained in this Terms and Conditions will create or be construed to create any partnership, joint venture, agency, franchise, sales representative, employment or fiduciary relationship between the Parties.
14.8 Non-Exclusivity. Except as otherwise set forth herein, this Terms and Conditions is non-exclusive and either Party may enter into similar agreements for similar services provided herein with third parties.
14.9 Force Majeure. Neither 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 account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages not caused by a Party, acts of God, acts 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 laws, rules and regulations, if any, related to the performance of its obligations under this Terms and Conditions.
14.11 Entirety; Amendments. The Agreement 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.
14.12 Severability. If any provision of this Terms and Conditions is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Terms and Conditions, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the Parties hereto and has like economic effect.
14.13 Waiver. The terms or covenants of this Terms and Conditions may be waived only by a written instrument executed by the Party waiving compliance. The failure of either 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. No 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 continuing 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 reference purposes only and shall not in any way affect the meaning or interpretation of this Terms and Conditions.