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Introduction. This agreement ("Agreement") between You and City Networks Inc. ("City Networks") consists of these City Networks Online CONTRACT (the "CONTRACT") Standard Terms and Conditions ("Terms and Conditions"). A description of the CONTRACT, as generally offered by City Networks, is available at the CONTRACT Frequently Asked Questions ("FAQ") URL, located at new.citynetworks.cc/us/privacy.aspx, or such other URL as Florida State TTT may provide from time to time. "You" or "CUSTOMER" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.

• CONTRACT Participation. Participation in the CONTRACT is subject to City Networks prior approval and Your continued compliance with the CONTRACT Policies ("CONTRACT Policies"), located at citynetworks.cc/us/privacy.aspx, or such other URL as City Networks may provide from time to time. City Networks reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the CONTRACT, You represent that You are at least 18 years of age in this Agreement or the CONTRACT Policies to an individual “Web page”, “Web site”, “Web site page” or the like that is part of the Site will also mean feeds distributed through such Web site. Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by City Networks (including by electronic mail).
• Communications Solely With City Networks. You agree to direct to City Networks, and not to any advertiser, any communication regarding Your Site(s).

• Parties' Responsibilities. You are solely responsible for the Site(s), including all content and materials, maintenance and operation thereof, the proper implementation of City Networks specifications, and adherence to the terms of this Agreement, including compliance with the CONTRACT Policies. City Networks reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access Ads, Links, Search Results, or Referral Buttons or to complete any Referral Event, or any engagement in any activity prohibited by this Agreement. City Networks is not responsible for anything related to Your Site(s), including without limitation the receipt of queries from end users of Your Site(s) or the transmission of data between Your Site(s) and City Networks. In addition, City Networks shall not be obligated to provide notice to You in the event that any Ad, Link, Search Result, or Referral Button is not being displayed properly to, or Referral Event is not being completed properly by, end users of the Site(s).

• Prohibited Uses. You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate queries, Referral Events, or impressions of or clicks on any Ad, Link, Search Result, or Referral Button through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (ii) edit, modify, filter or change the order of the information contained in any Ad, Link, Ad Unit, Search Result, or Referral Button, or remove, obscure or minimize any Ad, Link, Ad Unit, Search Result, or Referral Button in any way; (iii) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Ad ("Advertiser Page"), CONTRACT terms, or engage in any action or practice that reflects poorly on City Networks or otherwise disparages or devalues City Network's reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.

• Termination; Cancellation. Subject to any third party agreements You may have with other City Networks customers (e.g., Your Web hosting company), You may stop displaying Ads, Links, Search Boxes, or Referral Buttons on any Site in the CONTRACT with or without cause at any time by removing the City Networks JavaScript or similar Contracting from Your Sites. You may terminate this Agreement with or without cause at any time by sending written notice of your desire to cancel Your participation in the CONTRACT to support@CityNetworks.cc. This Agreement will be deemed terminated within ten (10) business days of City Networks receipt of Your notice. City Networks may investigate any activity that may violate this Agreement. City Networks may at any time, in its sole discretion, terminate all or part of the CONTRACT, terminate this Agreement, or suspend or terminate the participation of any Site in all or part of the CONTRACT for any reason. In addition, City Networks reserves the right to terminate without notice any account that has not generated a sufficient number of valid clicks on Ads or Referral Buttons or valid impressions of Ads (in each case as measured by City Networks) for a period of two (2) months or more. Upon termination of participation of any Site in the CONTRACT or termination of this Agreement for any reason, Sections shall survive termination.

• Confidentiality. You agree not to disclose City Networks Confidential Information without City Networks prior written consent. "City Networks Confidential Information" includes without limitation: (a) all City Networks software, technology, Contracting, specifications, materials, guidelines and documentation relating to the CONTRACT; (b) click-through rates or other statistics relating to Site performance in the CONTRACT provided to You by City Networks; and (c) any other information designated in writing by City Networks as "Confidential" or an equivalent designation. However, You may accurately disclose the amount of City Network's gross payments to You pursuant to the CONTRACT. City Networks Confidential Information does not include information that has become publicly known through no breach by You or City Networks, or information that has been (i) independently developed without access to City Networks Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.

• No Guarantee. City Networks makes no guarantee regarding the level of impressions or the amount of any payment to be made to You under this Agreement.


• Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE CONTRACT, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) City Networks AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY City Networks TO CUSTOMER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

• Representations and Warranties. You represent and warrant that (a) all of the information provided by You to City Networks to enroll in the CONTRACT is correct and current; (b) You are the owner of each Site or that You are legally authorized to act on behalf of the owner of such Site(s) for the purposes of this Agreement and the CONTRACT; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder. You further represent and warrant that each Site and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.

• Your Obligation to Indemnify. You agree to indemnify, defend and hold City Networks, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the CONTRACT, the Site(s), and/or Your breach of any term of this Agreement.

• City Networks Rights. You acknowledge that City Networks owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the CONTRACT (including City Networks ad serving technology, search technology, referral technology, and Brand Features, and excluding items licensed by City Networks from third parties), and that You will not acquire any right, title, or interest in or to the CONTRACT except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any City Networks services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the CONTRACT or proprietary information related thereto. You will not remove, obscure, or alter City Networks copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any City Networks services, software, or documentation (including without limitation the display of City Network's services. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

• Information Rights. City Networks may retain and use, subject to the terms of the City Networks Privacy Policy (located at citynetworks.cc/us/privacy.aspx, or such other URL as City Networks may provide from time to time), all information You provide, including but not limited to Site demographics and contact and billing information. You agree that City Networks may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the CONTRACT, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. City Networks may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. City Networks disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party contract. City Networks may share non-personally-identifiable information about You, collected by City Networks, no advertisers, business partners, sponsors, and other third parties. In addition, You grant City Networks the right to access, index and cache the computers, or any portion thereof, including by automated means including remote manageability.

• Miscellaneous. This Agreement shall be governed by the laws of Florida , except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Miami, Florida . The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the CONTRACT after such terms have been updated by City Networks. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to City Networks. Notwithstanding the foregoing, City Networks may assign this Agreement to any affiliate at any time without notice. The relationship between City Networks and You is not one of a legal partnership relationship, but is one of independent contractors.


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