HomeMy WebLinkAbout5.686 Original Contract
OCT/l0/2007/WED 12:56 AM DEX SILVERDALE
FAX No, 360 698 3199
P. 002 5. LP 8l.p
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MEDIA
Dex Media
Customer Authorization And Summary Form -
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IMalKst Main 1 slsphone Number: Customer JD #:
360-417-4500 114717392
BUl;Ine99 l'lame;
Port Angeles City Of
Aaaress:
321 E 5th ST
City; State: . Zip:
Port Angeles WA 98362
Directory Advertising Consultant: DAC Signature:
Elvir Ajanovic
Directory Advertising
Product
PORT ANGELES.AWA pages
"
Issue Date
'2/2007
One Time Charge
Monthly Billing
$292.10
Internet Produr;ts (on DexOnline.com)
Search Area
Contract Start Date
/Contract End Date
One Time Charge
Monthly BUling
I ACKNOWLeDGE THAT I HAVE RECEIVED A COpy OF AND READ THE DEX MEDIA, INC. ("DEX") TERMS OF
AGREEMENT (THE "DE)( TERMS"). I UNDERSTAND AND AGREE TO THE DEX TERMS AND ACKNOWLEDGE THAT THE
DEX TERMS ARE INCORPORATED INTO THIS ORDER AND APPLYiO: (I) ALL ADVERTISING AND CUSTOMER LISTINGS
CONTAINED IN ANY DEX PRINT DIRECTORY OR INTERNET DIRECTORY DESCRIBED IN THIS ORDER AND (II) ANY DEX
SERVICE, INCLUDING THE DEX WEB CLlCKS1lr1 SERVICE, DESCRIBED IN THIS ORDER. This authorization Incorporates the
Advertising and/or Service items ordered by me on the U$ociated Dex Media AdvertIsing Order.
You understand and agree that (A) any initial delivery item for Print Advel11slng described on this Authorization and Summary
Form Order applies to the initial distribution of the specified Print Directory only In accordancg with Dex's business practlces and
(B) the total charge for such initi ellvery Print Advertising item will be billed equally over a fixed consecutive twelve (12) month
period.
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OCT/l0/2007/WED 12:56 AM
DEX SILVERDALE
FAX No. 360 698 3199
P. 003
TERMS OF AGREEMeNT
"You'or 'your" refers to you the advertISer, yo~r SUCC8saors snd assigns ancl"we." 'us; "our" or "Publisher" refers to Dex Media, Ino.. publlsh~r otthe DeltGl)YellowPag8ll. These terms and
conditlons ami your advertiSing order ('Order") are' the entire agreement tlEltwe911 yOu and us ("Agreement') with re:lpecl to the Ads and SeMCIIS.
1. Order. These IeImS and eond/don$ COV1lr the foIowtng produc:Is and services IIsllld
on yaurOrcler: (1) adWl1iSina and rlStinaB t1Prlnt. as \WI at mint din.ctorv
atlveltSlna and DSMas that an! renllca1eq Q1 CD-ROM. the internet. or in 11\
eouivalent classified dlrectOlV (eoIlactivelv "Ada" \, 'and /2) olher procM:Il; 11m
seMces. irlclUdina Without IimiIation I~, oroduc:ts IIncI selVicea /coIlectivelv
"services"}. Any directory in which 811 Ad lIppeal'$ls I'GfeMld to Bl!I e PublicBtIon.
2. NOIiCelHow To Contact U:J, All notices. Indudlng cancellafion notices to us, must b9
inwritino and mailed by U.S. man or overnight carrier to: Dex Media, Inc.. P.O.
Box 3900, Peorla, IL 61614. For questions or ooncems abQut this Order. please
conlllct us at the tOlI-tr09 number for our Cllijtomer eare Cenler on your bDI or at
1-B00.422-1234.
S. OanceIIadOlVAutomatic Renewal. To csncel .M Ad other man Iislirllls;. your notice
mLIBt ~e IrJ wrltlno and received bv us at leaetthlrtv (30) daVll betore the Ba!ea
clo86 date 01 the PubllcaUon Ilsled on the Onler. To cancelli Service. vour naltce
must be In wtilina and rllceived bv us 8\ least thirtv (301 dew before the start
dais 01 the Service listed on your Order We may aUTomallcally renew your Ads
and Services listed on lhis Ortler for Succe351ve Terms unl9$& you notily 1.1& In
wI11lng al,least thirty {SO} days before: (1) the sales ClOse date of the next Issue of
the Publlcallon for AI;Is or (2) the annM/tsary 01 the sUin date of your ServICes.
The sales close <late for eaCll Publication and !he elan date of your Servioe are
avenallle from your sales repre&e1\lative or by calling our Cuslomsr Care Center.
The oost of any renewed Ad Or SElfVice will be our 'lhen-curnmt standard publisl1ed
rate, (unl8S$ we agree in writing to a different rate at that time); We CIlnnot
canClll any listings in print, CD-ROM, Internet or equivalent claaslfled directories.
4. ARBITRATION. ANY ,ClAIM, CONTROVERSY OR DISPUTE lNAT ARISES
UNDER OR ~ELATES TO ANY NJ OR SERVICe. INCLUDING OMISSIONS, AD
PLACEMENT CONCERNS, ACCIDENTAL INCLUSiONs OF PHONE NUMB~
OR ANY OTHER ISSUES ARISING ONDER THE TERMS OF THIS
AGREEMENT (OTHER THAN CLAIMS WE MAY HAVE TO CO~ AMOUNTS
You OWE US) SHALL BE RESOLVED BY BINDING ARBITRAllON IN
ACCORDANCE WITH THE FEDERAL ARBIlRAllON ACT, 9 U.S.c. 1-15 AN!)
SHAU BE CONDUCTED UNDER THE COMMERCIAL RULES OF TtUi!
AMERICAN ARBITRATION ASSOClAllON. THE ARBITRATION SHALL
OCCUR 'IN THE STATE IN WHICH SUCH AD OR ~VICE 18 PROVIDED
UNLESS WE BllUTUALL.Y AGREE TO ANOTHER LOCAllON. THE ARBITRATOR
SHAll API'I.Y THE SUBSTANTIVE LAW Or NORTH CAROUNA AND SHALL
lIMfT ANY REMEDIES TO THOSE PROVIDED IN THIS AGRliEMENT,
INCLUDING SECTION Ij 'J1TLI:D "LlMlTATlON OF'LIABILITY: ANY PARTY WHO
SUCCESSFULLY IilNFORCES THIS PROVISION IN COURT IS ENTITLED TO
RECOVER ATTORNEY'SFEES AND COSTS SPI:NTTO DO 50.
6. UMITAllON OF LIABIUTV. YOU AGRee 'To REVIEW THE ADS OR $ERVICf!S
AND OTHER CONTENT IMMEDIA"~L Y AFTER THEIR PUBl.lCATlON AND TO
NOTIFY US IN WAITING Of" ANY ERRORS NO LATER THAN SIXTY DAYS
'AFTER HiE ERROR IS FIRST PUBLISHED OR DISPLAYED. IF YOU FAIL TO
PO SO, YOU WILL BE DEEMED TO HAve WAIVED ANY CLAIMS YOU MAY
HAVE. YOU ALSO UNDERSTAND AND AGREE THAT ERRORS MAY OCCUR IN
THE PROVISION OF AN AD OR SERVICE. ONCE' A PRINT PUBLICATION IS
PUBU$HED, IT IS PROHI6fT1VEL Y EXPENSIVE TO CORRECT AN ERROR IN
THAT ISSUE OF THE PUBLICATION. YOU EXPAESSLYWAIVE ANY RIGHT TO
SUCH RE-PUBLlCATION. THE PRICE YOU ARE PAYING FOR THE ADS OR
SERVIces ASSUMES THE ENFORCEABILITY OF THIS LIMITATION OF
UABILITY PROVISION AND REru=C'rS A REASONABLE AI.I..OCATION Of' RISK
BETWEEN Us. IF AN ERROR OCCURS THAT SUeSTAN'TIALLY DIMINISHES
THE VALUE OF AN AD OR SERVICE, YOU AGREE THAT THE ERROR ONLY
AFFECTS THE VALUE OF THE INDIVIDI:JAL .AD OR SERVICE IN WHICH THE
ERROR OCCURRED AND IN NO WAY AFFECTS YOUR PAYMENT
OBLIGATION FOR, ANY OTHER ADS OR SERVICES (EVEN IF THE PRICE
FOR THAT AD OR SERVlCE IS "BUNDLED' OR COMBINED WITH OTHER
PRODUCTS). YOU AGREE THAT WE SHALL HAVE NO LIABILITY FOR ANY
ADS OR SERVICES PAOVIDED 10 YOU AT NO COST OR rOR ANY ERRORS
CAUSED BY YOUR TELEPHONE, INTERNET, OTHER SE;AVICE PROVIDERS
OR THIRD PARTIES. FOR SERVICES, YOU AGREE THAT YOUR SOLE AND
EXCLUSIVE REMEDY IS FOR US TO CORRECT THE ERROR PROMPTLY
AFTER RECEIVING YOUR WRITTEN NOllCE. FOR PRINT ADS YOU Al3REE
THAT YOUR SOLE AND EXCLUSIVE REMEDY F"OR ANY ERROR SHAll. Nor
EXCEED tHE FOLLOWING DISCOUNT ON THE' PRICE FOR tHAT
INDIVIDUAL AD:
~ MAX DISCOUNT
Ad Let! Out 01 PubrlC8lion 100%
Businesa'Number Incorrect up to 100%
(prorated based on how many numbers ara In the Aa)
Business Name Omitted up to 50"0, '
BusinllSS Name Incorrect up to 25'Yo
Address Incorrect up to 25%
Placement'P05ltlon of prInt ad up to 25%
WITHOUT LIMITING THE ABOVE. THE TOTAL AGGREGATE UABILITY FOR US
AND ANY THIRD PARrY FOR ERRORS IN THE ADS OR SERVICES.
NEGLIGENCE OR O'THER BREACHES OF THIS AGREEMEN'I' ARE LIMITED
TO. AND SHAll. IN NO EVENT EXCal!p, THE AMOUNT YOU AGREED TO PAY
FOR THE AD OR SEAVlCE GIVING RISE 1Q THE LIABILITY. WE ARE NOT
LIABLE FOR SPECIAL DAMAGES. INCLUDING WITHOUT LIMITATION.
CONSEaUENTIAL DAMAOES, EXEMPLARY DAMAGES, INCIDENTAL
DAMAGES OR DAMAGES FOFt HARM TO BUSINESS OR LOST REVENUES,
PROFITS ,OR GOODWlLL, WHETHER THE CLAIM IS BASED 0lIl
NEGLIGENCE, BREACH OF CONTRACT OR WARRANTY, STRICT UABILITY, A
STATUTE, TORT OR ANY OiHER THEORY OF RECOVERY, evEN IF YOU OR
WE; KNEW SUCH DAMAGES COULD AESUI.T. THIS LIMITATION SHALL
APPLY, NOTWITHSTANDING ANY FAILURE OF ESSENllAL PURPOSE
UNDER OUR CONTRACT. WE ARE ALSO NOT LIABLE FOR ANY DAMAOES
ARISING FROM ACTS OF GOD OR EVENTS OUTSIDE OF OUR REASONABLE
CONTROL. .
Il. ~k:e PI'OVider&. You agr8llthllt we may use !hll'll parties to provide the Ads and
ServiceS listed on the Order ("SeNlee PrO\llders"). In 6lIch caBe. the Service
Providers are thlrd.party beneficiaries 01 these lerma and condltlons (Includlng,
without Omltatlon, Sections 5, 14 and 19) and they or we may enforce them
agalnst 'you In tnelr namQ or ours. Additional lVrme and condlllons IllltWeen you
ana the l>e1\'lCe Provfder are not enfOlQftble by you against us but Shall control
your relationship with the Service Provider \0 the' extent lll9y cOnlliot With thll8e
terma. We do not guarantee the ,Identity at the Service Providers we will use to
IuIlJU your ;Il,ds and SelVlces. Your Order lor Ads and Services Is subject to
technical limItations; ana availability. We dO not warranl that 1I1est Ada' and
Services will be 'availabla, unlrltlllTllPte<l, or error.free. We will f.9gieler, own and
maintain any URL, Web alte or domain that we ptOvide. II you requeet'ue to use
your e~tlng domalo. you agree to lranbtllr m&nllgemem 01 the domain 10 a
registrar or hosting service we designBta.
7. Paym4lntTllm1Il., We may requll9 adVElnce payment In full pnor to providing any
Ads ot Services listed on the Order, and you aUlhorite IIl!I 10 review your oredlt
history. Payment. inclUding lalle:!;. is, due upon r'eceipl of the bill. Payments
received more than thirty (30) day& altar the billing date will Incur intere&!
charges at the lossllr or 1_5~. per month or the maxlmum legal rate. This InterHt
Charge is calculated ,from the blRlng date. We may apply paymenlli frern you, or
monies owed to you, toward amounts owed under this Agreement or any other
agreement you haveWllh LIS.
8. No Umltlng EndaISlllllllnt&. You agree not to Include any umillng endolll8ment on
a ch8Cl< or other form of payment. We may caSl'l a check containing 1\ IImltfng
endorsement Without affectIng, your obligations or our rights.
9. Rernedlea. If you or ycur affiliates fBiJ to meet any obligation under 1I1ill
Agreement or any other agreement with ue, tanto make a payment when due or
make any reprss8nlBtion' or warranty that Is or DeCOm9G untrue, we may, without
notice: Q) Del;lare the remaining balance owed under !hill Order immediately due
and payable; (0) SlOp pUblishing the Ada or providing Services: (m) Rllttoactively
revoke any dlSCOunls under this Order' or any other agreement With uS; Qv)
Recover our coals in pursuing the remedies proVided In this; Order, inClutWng
collection agency and IItto/lleys' tees: and (v) PUr&Ue any other aVElIJable legal
or equitable nlIIl9dlslJ_
10. Content am Publloallon. We r9Gerve the &ols right 10 determine Ihe design.
content, size, geographiC COYllRlge and appearance of our Publications and olher
Services and how, where, how many and When they are publishe(l, provided,
l'9ibBllBd and diaplayed. 'We may mOdlTy or reject Ada or Servfoes or any portiOn
of their oontent at any time and for any ra8llOrJ (even If previOUSly approved). If
rejected, we will. as our sole obllgatlon. refund any advance paymenlB for that Ad
or Service. You agree that we may, at our discrelion and at 1'10 extra cost to you.
also pub6Bh or display your AdS. SlltViC9s or InIOrl!lllllon about your bUSiness in
, other Publications, promotiOnal materials ,and other Intemet media.
11. T..". Subjecl to automatic renawal as detlned In Sed'iOn 3. the initial !ann 01
I\n Ad under this Order COvers one issue of an annual PUbncaUOn or two issues
of a ,emlannualPUIllication. For Services, the Inlllal term Is one year from When
we provide the Service, or Be otherwise agreed to on the Order. Charges Sn! IICII
pl'lWilt9d: I you ClUlC@I In ~ Of ServIce or \\8 8uauend 11\ Ad or Servlee b' a
br'*h ~ lrI obdaalOn, YOU m1J8t !IIII DBV a- !till Ad or service untillhe end II
the Isrm. We ITlllY extel1ll or reduce by up to six months the lss1Je pMIOd of a
PubliCllllon. II the Issue perlod of a PLtJlicalion ie eJltended, oharges for 1I1e Ads
will contlnue through the eld~ed period. II !he Issue pelloc:J Is reduced. chargBB
will atop at the end of the r8ducad period.
12. Ad and ServlCt!l Placemant Except ftt QU8rll1\fUd Dhlcemont ,SIlrVIcI!S. \\8 cb
rIClI: GUarantee lllO PI;lclllflllnlfllOlllllon tlsnv Ad. &!!lVloe or ll1Il9I' oontenl en ~nv
DBa. headino llI' Web aiw and WiR nol provide BfIY adju81ll1ents on Claims
relatlng to pl~oement lor ads In Internet <llreclOrills o'r Servioes. We reserve the
right to determine In our sole discretion the placementlposlllon at any Ad or other
content aCCOrding to our then-current placement policy. Thll p~r;:I1ment(posltlon of an
Revised July 2007
OCT/10/2007/WED 12:57 AM
DEX SILVERDALE
" ,~,.:
FAX.No.360 6983199
P.004
'Ad or ollter content mllY be altered bY Service Provldel'8, third-i)Brty search
engines or trle structure or operation of the intemet.,. Af'IY p~cement adjustment in
Section 5 applieS only to Ada In prim .directories. Our ac<::eptaroe of an OrQ\lr for
any Ilmite<l Inventory products 13uoh 118 covers. tabs, Illes and banners Is subject
to,availability of that product
13. SI1arch engine Senlice. II you ordered a search engine SeTVice ('Clicks
Service') we will bill you In equal monthly Inslallments dut1ng the Tenn, except
as olherwlse provided in the Orde.. We will continue to fulfill your Clicks
Service ror the contracted numDer 01 clicks, Call!;, search or other, !ICllons (an
. Action") Or unlll your budget is eltMusted. We do not guarantee thli':ilJerititY 01
lhe eearch englne(e) or OIMr vendors we wlU ue8 10 lulflll your Clicks Service.
We anefl1llt to provide the' total number 01 Acllons evenly throughout the Term;
however, there Is no guarantee that we will do eo. 11 you dlsablEl your Web slte or
otherwise impair our aDlhty 10 complete the Actions, you still owe us lor the
enllre Term.
14. Watranties. You represent and Wllrrant lt1at you have (a) authonzed the person
signing Ihls Order to Sign it on your behllll: (b) lt1e right to use llnd lioer'lSEI all
.conlent sppearlng In your Ads or ServlC9& ~ncluding, without limItation, all text,
drswfngs, photoe. alollQllll, milnes, trade names, ccpyrlghtll, lTademarke, deslgns,
domain Jlamee Bnd links); (c) all profassional IIc6nses, degrees or specialties
appeal1ng In your ~ or SelVlcee Ilnd that the Ads or services Comply With the
regulaticns lor your bUSlnesslprofl/sslon; (d) met llll govemmental I~nsing
reql,lirsmllnts for the business advertisCld and trial your Ads or Services comply
WIth all applicable laWS, orders, codes and regulaliOl16. 'including but not limited
to laws goveming inteme! advemSlng~ (e) not made any ~ee or misleading
Claims In the Ads or Services; (f) no! requested Ads or SelVl~ for any unlawful
purpose or business; (ll) not violated any legal or contractual obligation by
publishing tile, Ads or Serviess; ,and (h) that you WRl De SOlelY responsible for
any transactions Inltlated through any Web aile to whiOh your SelVice IInK$
(inCluding any apPtlCallle taxes, fees or shlppfno and handling charges). You will
notify us invnediatelv in wrltina if am of the above become, lnaccu rate.
15. DISCLAIMERS. YOU ASSUME FULL RESPONSIBIUTY F:OR YOUR use OF
THE INTERNET AND AGREE TO ACCESS TI-l~ SAME AT YOUR OWN RISK. WE
MAKE NO REiPRESENTATIONS OR WARRANTIES AND DISCLAIM ANY
WARRANTIES OF ME:RCHANTABlUTY. FITNESS FOR A PARTICULAR
PURPOSE. 11TlE, AND NON-INFRINGEMENT OF ANY KIND, EXPRESS OR
IMPLIED. WITH RESPECT TO TMe INTERNET, AND THE SERVICES
INCLUDING BUT NOT LIMITED TO ANY SOFTWARE PROVIDED BY 'OR
THROUGH us:
16., AclIIertIslng Content ~ InteUf!CtuBt Property RlgIlls. AU tan9\l:lIQ and In'angltlle
worn, 01 any kind (including, without limitation~ text, graphICS, anwoll<, mape,
photographs, layouts, fonls. recordlngs, source code; object code and other
content, in whatevBl' 10rm or mMIa) developed or pro<:urecl by ue in c:onnection
wlth any Ads or Sirvio" will be our sole ana eXClUSIVe propeny, except for. ~)
your "CUstomer Content,' which means content you provide to us and (II)
"Third-Party Content. which means content we Iloen,e from II thirdPEI!\Y. You
9rl\flt LIll II perpBlual, royally-free, eub-licenl:a1:lle, non-exctuslve right and license
to use, copy, record, modify, dieplllY, publish and distnbule (In any 101m or
media) your Customer Content In connection with the Ads, Services and
promotional matenals. Use 01 Thlrd'Pany Content f, 5Ublect to all terms and
conditions imposad by the provider of such content You lire solely respon:llble
for all CUstomer Content and will proouce and deliver all Customer content In
accol'danca With our thsn-current guldellnee, procetluree, il/ld technical
requirem!lnm, whioh we may change from lime to time. If you fall to comply, we
may cancel or suspend your Ads or Services. BecQuse 01 the massIve volume 01
Internet da,a, .we expressly 'disclaim any obligaUon to monltor Web sIte content
WE WILL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY
CUSTOMER CONTENT OR THIRD-PARTY CONTENT INCLUDED IN ANY ADS
OR SERVICES OR FOR YOUR ACTIONS OR THOSE OF ANY TI-lIRD PARTY
RELATED TO THE ADS OR SERVICES. You are solely rltSpooslble [Q register and
protecl any cOp'/flghtll or o\h~r IntelleClUal property ('lll\ts you have in your.
Customer 'COntent. II we prepare an Ad or Service, you acknowledge lI1at the Ad
or S!lrvioe ia nOt a work lOr hire and that we (a) are the lluttlor of the Ad or
Service: (b) retain \/tIe 10 lIB copyright and any refated moral rights; and (e) have
no employment rellltlonshlp with you. You grant Ut;l penni9Bion [Q colleot
inlonnation relatCld 10 the usage andlor eftect/veneee of ,any Service we provida to
yov; inolu\ling without limitation call counts. search engine clicks, Web slle vlsllS,
and emall counts ('Usage Information'). We own all Usage Information. and we
may uSE! the Usage Informatton forresearoh and prcmotionel PUrpoaElS.
17. Aoceplllble Use Policy for Services I Copyright Complaints.
A. You agree not 10 use lt1e Services to, lIend mass ullliolicitad e-mail 'orspam to
third panles or 10 e~ in any illegal, tOrtiOU6. diSruptl'Ie or abUsiVe activity. 'Wo
encourage you to report violations by o'hera 01 this Section to uS at: R.H.
Donnelley, legal Department. '001 Winstead Drive. Cary. North Carotina 27513.
including In any such report t~ name of the offending domain (lor example.
ltyZ.com) aM thQ type ot alluSEI (lor example, spam, lIIegal acta, hal'BSBment, etc.).
B. To repon an alleged copyright violation. you may send a notice that complies with
~he terms end conditions 01 the Digital Milennlum Copyright Act ("DMCA") to:
DMCA Notices Anent/on: R.H. Donnelley~pyrightComplianoeAttomey. 1001
Winstead Ot1ve. Cary. North Carolina 27513. For more Information about the
DMCA please vlsll htlp:l/copyrlghtgov. If. we leaM of a VIolation we may. In our
eela di&cI9IiOn. taKe any of me followlng actions: (i) iseue a waming; (10 suspend
or terminate the ServiCes: (Ill) Impose additional feae or ctlarges; (iV) rllMOve the
offending content: Or (v) taKe any other action we deem rae&onable and allowea
by law. We re:lerve the right to cooperat& WIth any ttllrd-party Inveet/gallons of
Qlleggd illegal or Improper activity related to \he Sllrvioes. We Specltlc:ally reserve
the t1ght to revise or 'reject \lilY Cuslomor Contenl' at any time for any I'1lIIIson am
may monitor any communtcations using networ~ facUlties. This Includell efforts to
prevenl the Introduction 01 \'iruses or other hostile oode or to 9IlsurQ co~lIanoe
wittl taws and our guIdelines, procedures and technical requirements.
18. pmofa. We do not guarantee that 'We will pltlVide you advance copy sheels or
proofa 01 your Adti or ServICes. However. If they are providad in URlO for
modfficatlons. you mu,t notify us in wfiling immediately of "any changes/errors.
Otherwise. we wDl PUbliSh me Ad or Service as ehown and no adjustment will be
made, Note that oolors. photos, typEl1aoo or graphics may appear differently in the
Actual PUblication or Service. '
19. INDEMIIlI...CATlON. YOU AGREE TO INDEMNIFY AND HOLD US AND ANY
THIRD PARTY HARMLESS PAOM ANY LIABilITY OR COSTS. INCLUDING.
WITHOUT LIMITATION. COUNSEL FEES AIIID EXPENSES, RESULT1NG FROM
(A) ANY BREACH OF YOUR REPRESl:JtrA'fIONS; WARRANTIES AND
COVENANTS: (8) ANY ACT, OMISSION OR FAULT OF YOU OR YOUR
EMPLOYEES. AGENTS OR CONTRACTORS IN CONNECTION WITH THE ADS
OR SeRVICES; (C) ANY CLAIM THAT THE: ClJS'TOME:R CONTENT OR OTHER
INFORMATION PROVIDES BY YOU VIOLATES ANY APPUCABLe LAW
(INCLUDING, WITHOUT L1MITAilON. FALSE ADVI;;RT1SING OR DEFAMATION)
OR INFRINGES UPON A PATENT, COPYRIGHT, TRADEMARK, TRADE
SECRET OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHT
or ANY THfRD PARTY; (0) YOUR COLLECTION OR USE OF ANY
INFORMATION OBTAINED THRouaH YOUR ADS OR SERVICES; (E) ANY
VIRUSES OR OTHER SIMILARLY HARMFUl. CODE CONTAINED IN
CUSTOMER CONTENT OR OTHERWlSE INCLUOf:D BY YOU IN CONNEGTION
WITH THE AO OR SERVICE OR (F) A~ VIOLA110N OF THIS AGREEMENT.
20. Sevenlbility. It any ,proVIsIon 01 this Order Is found to be invalid. vague or
unenloll:eable, \he validity and enforceabIlity 01 tile rellll\lning provision; Shall
not be llffected. Any vague or ambigllous language shall not be PI'e8\1mptiv81y
coostrued agaInst either of us end shall 'be construed to be consistent with the
primary purpose of It1Is Order as expreesed in its remaining terms.
21. A&6lgnmllllt. You may not assign any of your rlghl& or obligations WithoUt our
prior written consent; provided, hOwever. that BUch consent shall not b9 required
in connection with the sale 01 all your asselS or "shares of Capital lIIock Or other
ownel6hlp lntareats (eo long as you proVide wl1tten' notloe 01 such sale to us). In
Ihe event of any asstgnment allowed by the, pracedlng sentence: (Q this
Agreement Shalf be Dlndlng upon your lIIWIgr1ee and (ii) bOlh you and your
assignee 5hllll be jointly and severally H8l:>1e for the llmely performance of your
obllgatlons (oole55 we exprell5ly consent in WI'itlng to release you from such
Obligations). We shall have t~ t1ght, In the exercise of our sole discretIOn. [Q
assign our MghtS and obligallons under this Agreement.
Z2. I;ntIre Agreement. This Agreement constitutes the entire agreement belWel;ln you
and us and ~per.sede:l llR prtor Illlreements, wl\&ther elq)ress or implied, wrlIten
. or oral, with respect to the Ads and SeTVice!l. Thia Agreement may not be
'llmerx;led nor may any obngatiOns De waJ\t9a. except In wrltlng signed by you and us.
011' sales represef1lldlvp are not authorizlld to amanCllhlS AgrMmtIIt. You warranl
lhat you are not relYing on any or./ or written repreaentations or promises not
included in this Agreement. f:xcept a, "provided in Sectioaa S, 6, 14, llRd 19 alloy$,
nothing in this' Agreament 611311 be construed to create any rights, obligations or
interestB for any third party. This Ag,eamonl aoes not create a pannet'Shlp. lalnt
venture or a similar relationship bstween you and us and nllllh8r you nor we shan
have the power to obUgate the other In any other manner other than \\!hal Is
provided in this Agreement.. SectloM 4. li. 6, 7. 14. 1$, 1!l 8IlII 22 and any olhar
p1QvIslm lrunded by iI9 conIent 1MI IiWVlve tIIInninllllon 01' canceIlllllon Ii tiI
Ag~ent .
23. .GoV8tlIing Law. II the above arbltratlOn provlaion Is lor' any reason
unenforceable., you agree that thl$ Agreement' and lis terms and oonditions shall
be governed by the lawa of the State 'of North Caro~na withOUt r&ference 10 1M
laws relallng to confllCls of laws.
24. MiscallallllOUl;. YOU actmowledge and agree ,hat WE! and our afllliates,
llub-lloen!l!es and business partners may, In accordance with applloable law,
share Inlorrnatlon provlded by ycu or contact you Oncluding by. but not limited to.
facsimile or electronic mah communIcation) regarding any' Publieslio~, Ada or
SarvlCllll we may,olfar. You agree tl1at telephone conwl'8atlons between you and
us may be monitored and ~rded.
25. ~ Acceptance. lfavell~b1e, you may accept this Order by 'electronic
signature In accordance wlth our approved fonnal Your compliance WIth
acceptanoe procedures epeclfled on our Web lIita shall be deemed a signature
pursuant to the !:lllctronlc SIgnature. In Global and National Commatee Act.
RevISed .July ZOf11