Terms & Conditions Website Terms | Video Advertising | Customer Contract |Internet Services| Refund Policy Introduction. These Local Restaurants.com, LLC Internet Services Additional Terms and Conditions are incorporated into and form a part of the Agreement between Customer and Local Restaurants.com, LLC ("Publisher") applicable to the Internet Advertising Services ("Services") to be provided by Publisher to Customer.  Local Restaurants.com Restaurant Profile Page refers to any product purchased by Advertiser for the purpose of increasing enhancement to their online listing for one particular city or neighborhood (“City Campaign”). In the event of any conflict between these Additional Terms and Conditions and the Terms and Conditions set forth in the Agreement between Customer and Publisher, these Additional Terms and Conditions shall be controlling. Policies. Publisher reserves the right to amend these Additional Terms and Conditions and to establish and revise its standards, policies, practices, specifications, technical requirements and schedules with respect to the Services (collectively, the "Publisher Policies"). Customer agrees that a change in Publisher Policies (including the standards, practices or policies of any third parties on whose web site or network Customer's Advertising (the "Advertising") may be published or linked by or through Publisher pursuant to the license granted in Section 6) shall not entitle Customer to any reduction in the amounts payable for the Services by Customer to Publisher. Payment Terms. Customer agrees to pay for the Services as provided in the Agreement. In the event Customer has authorized payment to Publisher by automatic debit to Customer's credit card or checking account, such authorization will remain in effect until 30 days following the later to occur of (a) expiration of Customer's City Campaign or (b) Publisher's receipt of Customer's written notice of termination of such authorization. The Agreement provides, for each City Campaign, a monthly maximum amount for charges to Customer's account, subject to the provisions below. When Customer purchases a City Campaign, Customer authorizes Publisher to charge Customer, under the payment method agreed to by Customer and Publisher, the monthly maximum amount for each month of the City Campaign. Customer understands that Publisher shall have the right to end all of Customer's Advertising at any time when Customer has a debit balance with Publisher. If Customer's City Campaign does not fully exhaust Customer's available balance in any month, the remainder will be credited to Customer's account for the following month. Automatic Renewal. City Campaign duration will renew automatically until Customer gives Publisher notice in writing to discontinue such City Campaign (see Termination, Section 5). Billing for automatic renewal City Campaigns is as follows: (i) if Customer is paying by automatic debit to credit card or checking account, City Campaign budget will be charged to Customer's credit card or checking account, and City Campaign duration will be renewed, in monthly increments fifteen (15) days prior to expiration of the then-current City Campaign; (ii) in all other cases, City Campaign budget will be billed in advance in monthly increments and City Campaign duration will be renewed in monthly increments thirty (30) days prior to expiration of current quarter. Termination. Customer may cancel the Services effective after the initial four (4) months of Services on twenty (20) days prior written notice to Publisher, as provided in the Agreement. Customer acknowledges that Publisher shall retain any deposit or payments already made, which will be applied to Customer's current City Campaign until such funds are depleted. Customer understands that at no time will cash be refunded upon cancellation or budget change to Customer's City Campaign. Advertising Content and Intellectual Property Rights. All tangible and intangible works of any kind (including, without limitation, text, graphics, images, illustrations, artwork, maps, photographs, fonts, visual and audio recordings, web sites, software, codes, HTML and other content, in whatever form or media) designed, developed, created or procured by Publisher in connection with any Advertising or Services will be the sole and exclusive property of Publisher, except for: (i) "Customer Content," which means all content that Customer provides to Publisher, including, without limitation, listing information, any trade name, trademark, trade secret, service mark, copyright, patent or other intellectual property right, any URL or domain name, any content contained on any web site referenced to or linked to by any Advertising, and any required disclosure, explanation, rule, term or condition of use related to any Advertising and (ii) any content that Publisher licenses from a third party content provider for use in connection with such Advertising or Service, including, without limitation, graphics, text and photographs (collectively, "Third Party Content"). The use of any and all Third Party Content will be subject to all restrictions and obligations imposed by the third party provider of such content ("Third Party Restrictions"). Customer agrees that Customer will produce and deliver any and all Customer Content in accordance with all applicable specifications, schedules, guidelines, procedures, deadlines, format and technical requirements as Publisher may establish from time to time (collectively, the "Publisher Schedules"). Customer acknowledges that Customer's failure to comply with any Publisher Schedule may cause publication of Advertising or performance of Services to be delayed or refused and Customer agrees that Publisher will have no liability for any such delay or refusal. If Publisher determines, in the exercise of its sole discretion, that Customer has violated Customer's obligation to comply with the Publisher Schedules, then Publisher may temporarily and/or permanently suspend its provision of, and Customer's access to and use of, any Advertising and any web site developed or to be developed for Customer by Publisher (a "Publisher-Developed Web Site"), in whole or in part, without prior notice. Customer assumes sole responsibility for (i) the protection of the trade names, trademarks, trade secrets, service marks, copyrights, patents and other intellectual property rights in any Customer Content appearing in Advertising or on a Publisher-Developed Web Site; (ii) conducting any copyright and trademark searches and other similar activities which may be necessary in relation to any domain name contained in Customer Content (including those that Publisher may register for Customer); and (iii) including appropriate copyright and trademark notices with Customer Content. Customer agrees that Publisher will have the continuing right, in the exercise of its sole discretion, to review, select from or among, revise or reject any Customer Content for any reason, including but not limited to unsatisfactory technical quality, inconsistency with any Publisher Policies (as defined in Section 2), or non-compliance with the Agreement. Notwithstanding such right, Publisher will have no liability whatsoever to Customer or any third party for any Customer Content included in any Advertising and Customer shall be solely and exclusively liable therefore. Publisher makes no representation, warranty or guarantee, express or implied, concerning the success or results of any Advertising or Service or concerning the number of people who will view an item of Advertising. Customer hereby grants to Publisher a perpetual, royalty-free, sub-licensable, non-exclusive right and license to use, copy, record, modify, display, publish, perform, prepare derivate works based on and distribute (for Publisher's sole benefit and in any form or media now known or hereafter developed, and in any and all languages) Customer Content: (i) in connection with the design, development, creation, display and publication of the Advertising (or any derivative thereof); (ii) in connection with Publisher's provision of Services; and (iii) in any Publisher marketing or promotional materials. Without limiting the generality of the foregoing, Publisher shall have the right (i) to sub-license to third parties any or all of the rights afforded to Publisher in the preceding sentence and (ii) to license to third parties the right to use, copy, record, modify, display, publish, perform and distribute the Advertising (and any portions thereof) in any form or media now known or hereafter developed, subject to (a) any Third Party Restrictions governing any Third Party Content contained in the Advertising and (b) such other terms and conditions as Publisher may deem appropriate. Publisher and its third party sub-licensees may use any presently existing and future means of communication or transmission in the exercise of any of the rights and licenses granted above. Disclaimer and Limitation of Liability. PUBLISHER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. PUBLISHER DISCLAIMS ALL GUARANTEES REGARDING POSITIONING OR THE LEVELS OR TIMING OF: (I) COSTS PER CLICK, (II) CLICK THROUGH RATES, (III) DELIVERY OF ANY IMPRESSIONS ON ANY CITY NETWORK SITES, (IV) CLICKS, (V) CONVERSIONS FOR ANY ADS, (VI) CALLS, OR (VII) COSTS PER CALL. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO PUBLISHER BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM. REMEDIES SET FORTH IN THIS SECTION 7 SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIMS CUSTOMER MAY HAVE UNDER THE AGREEMENT. THE ESSENTIAL PURPOSE OF THIS SECTION 7 IS TO LIMIT THE POTENTIAL LIABILITY OF PUBLISHER ARISING OUT OF THE AGREEMENT. Indemnification. Customer shall indemnify and defend Publisher, its agents, contractors, affiliates, CITY NETWORK SITES, and licensors from all claims, liabilities , damages, costs and expenses, including reasonable attorneys' fees and expenses, and third party claim or liability (collectively, "Liabilities") arising out of Customer's use of the Services or Customer's breach of the Agreement. Access. For purposes of the Agreement, all Web pages that are owned, operated or hosted by or for Publisher in connection with the Services are referred to herein as the "Local Restaurants.com Web Sites." During the Term, Customer is authorized to access and use the Local Restaurants.com Web Sites and the content therein and data obtained there from solely for internal use to manage Customer's account(s) for which such content or data directly relates and will not disseminate any of this information to third parties, and to conduct searches for Customer's own internal use provided that Customer does not violate the Agreement. Customer shall not disclose or make available passwords or access codes related to Customer's account(s) with Publisher. Customer agrees that Customer will not use any automated means, including agents, robots, scripts, or spiders, to access or manage Customer's account with Publisher or to monitor or copy the Local Restaurants.com Web Sites or the content contained therein except those automated means expressly made available by Publisher to Customer. Customer understands that Customer listings may be distributed by Publisher based upon certain user targeting initiatives. Customer Web Site. “Web Site” means the area on the Server allocated by Publisher to Advertiser for use by Advertiser as a site on the Internet. Customer agrees that Publisher is not responsible for any aspect of Web sites owned or operated by Customer or any third party. Customer grants Publisher permission to create Web Sites on Customer's behalf. Customer acknowledges that changes to Customer's Web sites can cause problems to Publisher's tracking technologies, therefore, Customer agrees to contact Publisher in advance regarding changes to Customer's Web site, Web site content, or Web site URL. Customer Hosting and Email.  “Server” means the computer server equipment operated by Publisher in connection with the provision of the Services. Publisher makes no representation and gives no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server. Customer agrees to the following, (i) Customer shall effect and maintain adequate insurance coverage in respect of any loss or damage to data stored on the Server. (ii) Customer represents, undertakes and warrants to Publisher that Customer will use the Web Site allocated to Customer only for lawful purposes. In particular, Customer represents, warrants and undertakes to Publisher that (A) Customer will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will Customer authorize or permit any other person to do so. (B) Customer will not post, link to or transmit: (a) any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, blasphemous, profane or otherwise objectionable in any way. (b) any material containing a virus or other hostile computer program. (c) any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction. (iii) Customer will not send bulk email whether opt-in or otherwise from Publisher’s Server or network. Nor will Customer promote a site hosted on Publisher’s network using bulk email. (iv) Customer will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory. (v) Publisher reserves the right to remove any material which Publisher deems inappropriate from Customer Web Site without notice. Customer will not host Warez or illegal MP3 content. (vi) Customer shall keep secure any identification, password and other confidential information relating to Customer’s account and shall notify Publisher immediately of any known or suspected unauthorized use of Customer’s account or breach of security, including loss, theft or unauthorized disclosure of Customer’s password or other security information. (viii) Customer shall observe all procedures which Publisher may from time to time modify or prescribe and shall make no use of the Server which is detrimental to Publisher’s other customers. (ix) Customer shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner. (x) In the case of an individual User, Customer warrants that Users are at least 16 years of age and if the User is a company, Customer warrants that the Services will not be used by anyone under the age of 16 years. (xi) Any access to other networks connected to Customer’s Web Site must comply with the rules appropriate for those other networks. (xii) While Publisher will use every reasonable endeavor to ensure the integrity and security of the Server, Publisher does not guarantee that the Server will be free from unauthorized users or hackers and we shall be under no liability for non-receipt or misrouting of email or for any other failure of email. Customer's Additional Representations and Warranties. Customer represents, warrants and covenants that Customer has the necessary rights to provide all information provided under the Agreement (including all content, data, data feeds, listings, titles, URLs, descriptions and, if applicable, selected keywords) for use as described in the Agreement, and that all such information and all claims, statements, products and services contained or referenced therein and in the Web site(s) to which it links: (a) do not violate any law, statute, ordinance, treaty or regulation or policy or guideline of Publisher; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; and (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept or expropriate any system data or personal information. Force Majeure. Publisher shall not be liable for any default or delay in the performance of any of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by forces beyond Publisher's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, power outages, supply shortages or the failure of any third party to perform any commitment relating to the production or delivery of any equipment or material required for Publisher to perform its obligations hereunder.