Terms & Conditions Website Terms | Video Advertising | Customer Contract |Internet Services| Refund Policy Internet Services; Terms and Conditions: Customer and Publisher (Local Restaurants.com LLC.) agree that Publisher will provide the Internet Services, in accordance with the terms and conditions of this agreement. The term "Internet Services" means the internet advertising and/or website design services listed on the reverse side of this agreement or in a separate agreement between Publisher and Customer. The term "Click 2 Call" means the lead tracking services listed on the agreement. Additional terms and conditions governing Internet Services are set forth at www.LocalRestaurants.com. Such terms and conditions are hereby incorporated into, and are a part of, this agreement. No Obligation to Publish: Publisher reserves the right to reject this agreement, and/or any copy that it deems, in its sole discretion, to be objectionable. Publisher may reject this agreement at any time within twenty (20) business days after delivery of this agreement by Customer to Publisher. Publisher may reject any copy within twenty (20) business days after such copy is submitted by Customer to Publisher. Credit: Signer authorizes Publisher to check credit history of signer and Customer with bank and trade references and business and/or consumer credit reporting agencies and further authorizes any such credit reporting agency to provide credit information about signer and/or Customer to Publisher. Signer and Customer agree that Publisher may share signer's and/or Customer's payment record with credit reporting agencies. Publisher has the right to establish credit limits and terms, require deposits, advance payments (e.g., 50% in advance, full payment in advance) or to cancel this agreement if Customer's or signer's, as the case may be, credit history proves to be unsatisfactory, in Publisher's sole, but commercially reasonable, discretion. Duration of Agreement: With respect to Internet Services, the initial term of this agreement is for 12 months. Thereafter, this agreement will continue in effect with respect to the Internet Services until Publisher or Customer cancels. Any cancellation under this paragraph 4 shall be made in accordance with paragraph 8. Disconnection of Customer's Phone Number or Termination of Internet Services: The change or disconnection of a phone number in an advertisement, or termination of Internet Services by Customer, will not release Customer from its obligations under this agreement. Payment (Internet Services): A. Customer agrees to pay the amounts listed on the reverse side of this agreement for Internet Services. B. For Internet Services, Publisher may require full payment in advance or at its discretion may bill Customer monthly, quarterly, semi-annually or annually, as indicated on the reverse side of this agreement. C. If Publisher does not receive the full amount invoiced by the due date on the bill, Publisher may assess a late charge not to exceed 1.5% per month of the overdue amount. If customer fails to pay any bill within thirty (30) days of the due date or, in the case of Internet Services, such shorter period as is provided in the Internet Services terms and conditions. Publisher will have the following rights: 1. Publisher may require full and immediate payment of all amounts due under this agreement and 2. Publisher may suspend or cancel the Internet Services. D. Any deposit may be applied to the last payment coming due under this agreement and/or to delinquent balances. E. Customer agrees to pay a $5.00 handling charge for each installment bill issued by Publisher. The handling charges will be waived for Customers on the AutoPay program. F. Accounts with a monthly charge of $45.00 per month or less will be required to the pay the full annual amount upon receipt of the first invoice. G. All payments will be applied first to the oldest balances outstanding. Copy, Proofs and Revisions: A. Customer must furnish all copy for Internet Services prior to the reasonable deadlines set by Publisher. If Customer fails to do so, Publisher may create and publish such copy. Publisher will endeavor to furnish proofs of new and revised internet advertisements, but failure to do so will not relieve Customer of its obligations under this agreement. Publisher reserves the right to customer supplied pictures, logos or content if it does not meet Publisher's online requirements. B. It is Customer's responsibility to notify Publisher, in writing, of any and all name, address or telephone number changes prior to the applicable deadline of each Internet Product, If Customer fails to do so, Customer will remain obligated to make payments for its advertisement, regardless of whether Publisher was able to make the necessary changes. C. Publisher will determine all cuisine(s) that appear in its website. Publisher, at its sole discretion, may refuse to publish an advertisement under a particular cuisine and does not guarantee the position of an advertisement under a particular cuisine. Failure to publish an advertisement in a particular position shall not be the basis for claim or adjustment to the amount owed by Customer. Publisher may change the form, appearance, size and content of any of the Internet Services or of its internet site at any time without notice to Customer. D. CUSTOMER AGREES THAT PUBLISHER, ITS EMPLOYEES, CONTRACTORS, AFFILIATES AND AGENTS SHALL NOT BE LIABLE FOR ERRORS OR OMISSIONS IN INTERNET ADVERTISING IN EXCESS OF THE AMOUNT PAID FOR THE ITEM(S) AND SHALL NOT BE LIABLE FOR LOST PROFITS, DIRECT OR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR CONTINGENT DAMAGES ARISING OUT OF SUCH AN OMISSION OR ERROR. NO ADJUSTMENT WILL BE GIVEN FOR DELAY OR FOR CHANGES IN THE ANTICIPATED NUMBER OF CITY OR NEIGHBORHOOD CAMPAIGNS TO BE PUBLISHED. PUBLISHER'S LIABILITY FOR ERRORS IN LISTINGS SHALL BE LIMITED TO THE PRICE OF THE LISTING IN QUESTION, AND THERE WILL BE NO ADJUSTMENT WITH RESPECT TO FREE LISTINGS OR FREE ADVERTISEMENTS. IT IS THE CUSTOMER'S RESPONSIBILITY TO NOTIFY PUBLISHER OF ERRORS OR OMISSIONS IMMEDIATELY WITH RESPECT TO CUSTOMER'S INTERNET SERVICES. PUBLISHER WILL ENDEAVOR TO CORRECT ANY SUCH ERROR OR OMISSION PROMPTLY. CUSTOMER WILL NOT BE ENTITLED TO ANY ADJUSTMENT OR CREDIT DUE TO ERRORS OR OMISSIONS IN CUSTOMER'S INTERNET SERVICES. PUBLISHER'S SOLE OBLIGATION BEING TO CORRECT ANY SUCH ERROR OR OMISSION. NO ADJUSTMENT WILL BE GIVEN FOR PLACEMENT, POSITION, INACCURACIES WITH FREE LISTINGS OR FREE ADVERTISING ITEMS, NO PROOF OF ADVERTISING RECEIVED, VARIATIONS OR ERRORS IN COLOR ADJUSTMENT EQUAL TO THE PUBLISHER'S STATED CHARGE. IN NO EVENT WILL PUBLISHER, ITS EMPLOYEES, AFFILIATES OR AGENTS BE LIABLE TO CUSTOMER FOR ANY OTHER DAMAGES INCLUDING, BUT NOT LIMITED TO, AND ALLEGED LOSS OF BUSINESS, REVENUES OR PROFITS OR THE COST OF OTHER FORMS OF ADVERTISING. CUSTOMER UNDERSTANDS THAT THIS LIMITATION OF LIABILITY WILL APPLY TO ANY CLAIM AGAINST PUBLISHER, ITS EMPLOYEES, CONTRACTORS, AFFILIATES AND AGENTS, INCLUDING, BUT NOT LIMITED TO, CLAIMS BASED ON BREACH OF CONTRACT, TORT (SUCH AS NEGLIGENCE) OR STRICT LIABILITY OR STATUTE. Cancellation/Notices to Publisher: With respect to the Internet Services, Customer may cancel this agreement three (3) days prior to the establishment of the Internet Services. Customer shall give any written notice to Publisher required by this Agreement by certified mail, return receipt requested, reputable overnight courier or hand delivery, and notices will be deemed to have been given, one (1) day after date of mailing or date of deposit with a reputable overnight courier, or on the day of delivery if delivered by hand. Any such notice shall be addressed to Customer Service, Local Restaurants.com, 29992 Hunter Road, Suite 105-234, Murrieta, CA 92563. Customer acknowledges that Publisher shall retain any deposit, which will be applied to any future Internet Services purchased by Customer within two years from the date of this agreement. At the end of such two-year period, Customer will forfeit the deposit including any right to apply the deposit to future Internet Services. Force Majeure: Publisher shall not be liable to Customer for any failure of the Internet Services resulting from events beyond Publisher's control, including fire, accident, acts of God, strike, power or telephone failure or the inability to obtain access to any web site included in the Internet Services. Right to Use Trademarks and Photographs; Permits and Licenses; No Endorsement; Indemnification: A. Customer represents and warrants that it has the right to use any trademark, trade name, or copyrighted material included in any copy submitted to Publisher. Customer also represents and warrants that it has the right to use any artwork, portrait, picture or illustration of a person shown in any copy submitted to Publisher. Customer will notify Publisher, in writing, if Customer should cease to have any such right. Customer assumes sole responsibility for the protection of its intellectual property rights in any writing, pictorial illustration, design, map, photograph, or combination thereof, included in its Internet Services. B. Customer represents and warrants that it holds all necessary permits and licenses to provide the products and services identified in its Internet Services and to appear under the cuisine(s) listed on the reverse side of this agreement. Customer agrees that it is responsible for ensuring that its Internet Services comply with any laws or regulations that may be applicable to its business. Customer understands and agrees that Publisher does not approve or endorse any of Customer's products or services, whether or not identified in Customer's Internet Services. C. Customer agrees to indemnify Publisher (and its employees, contractors, affiliates and agents) against, and hold Publisher (and its employees, contractors, affiliates and agents) harmless from, all liability, claims demands, suits or causes of action, whether or not partially attributable to the negligence of Publisher, and will pay all expenses, including reasonable attorney fees, settlements, and/or judgments, incurred by Publisher in the defense thereof, arising out of Customer's breach or alleged breach of the foregoing representations and warranties. Successors and Assigns; Entire Agreement: Customer acknowledges having entered into this agreement without relying upon any promises, statements, estimates, representations, warranties, conditions or other inducements, expressed, implied, oral or written, not specifically set forth herein. This agreement contains the entire understanding between the parties and shall bind the parties and their respective successors and assigns. Customer may not assign its rights hereunder without the prior written consent of Publisher, and no such assignment shall relieve Customer of its liability hereunder. Collection Expense: In the event Publisher refers Customer's account to a collection agency or attorney due to a non-payment, Customer will be liable for all of Publisher's reasonable costs and expenses incurred in connection with Customer's non-payment, including, without limitation, court costs and reasonable attorneys' fees up to 25% of the amount of the unpaid account balance (plus interest accrued thereon). Sales Rep. Not Authorized to Make Changes: Any sales representative or Restaurant Online Consultant of Publisher has no authority to make any changes in this agreement or to commit Publisher in any manner whatsoever in contradiction to the provisions expressly set forth in this agreement. Miscellaneous: A. The individual signing this agreement on behalf of Customer represents and warrants that he or she is authorized to sign as an owner, officer, partner, or employee of Customer and that he or she is empowered to bind Customer to the term and conditions contained herein. B. This agreement shall be governed by, and interpreted in accordance with, the laws of the state in which Customer maintains its principal place of business. C. Rates include Sales Tax where applicable. D. If any provision of this agreement is held to be unenforceable, such holding shall in no way invalidate any other provision hereof, and this agreement shall remain in full force and effect. E. This agreement may be executed and delivered in any number of counterparts, and all such counterparts shall constitute the same instrument. Customer understands and agrees that an authentic copy or electronic reproduction of this agreement shall have same force and effect as an original counterpart. F. This agreement supersedes any other verbal or written agreement between Customer and Publisher. This agreement may not be changed except by a writing signed by an authorized signatory of Customer and Publisher. G. IN ANY LEGAL PROCEEDINGS RELATED TO THIS AGREEMENT, PUBLISHER AND CUSTOMER HEREBY AGREE TO WAIVE ANY RIGHT THEY MAY HAVE TO PARTICIPATE IN ANY CLASS, GROUP OR REPRESENTATIVE PROCEEDING, AND PUBLISHER AND CUSTOMER HEREBY AGREE TO WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY. Authority; Persons Obligated; Signer Obligated: The signer agrees that he/she has the authority and is signing this agreement (1) in his/her individual capacity, (2) as a representative of the Customer, and (3) as a representative of the entity identified in the advertisement or for whose benefit the advertisement is being purchased (if the entity identified in the advertisement is not the same as the Customer or the signer). By his/her execution of this agreement, the signer personally and individually undertakes and assumes, jointly and severally with the Customer, the full performance of this agreement, including payment of amounts due hereunder.