Advertising Terms Agreement on Mean Cash Local Directories

Directory Advertising Terms Agreement

1.   Definitions:

1.1.   "Advertising Space" means the screen and display space designated, by Mean Cash Inc. for a Client's Advertisement on any of the Mean Cash Inc. web sites.

1.2.   "Advertisement" means the text and/or graphic advertisement that is supplied by Client to Mean Cash Inc. for display and publication in the Advertising Space.

1.3.   "Competitive Entity" means any web site which has as its primary theme Smoky Mountains portals and directories, Florida portals and directories and Cumberland Tennessee portals and directories, and which derives revenue from providing web site advertising and/or information for promoting Smoky Mountains portals and directories, Florida portals and directories and Cumberland Tennessee portals and directories.

1.4.   "Marks" means any trademark, trade name, service mark, logo, slogan, URL’s and copyright associated with a party's products or services.

1.5.   "Term" means the initial one (1) year Term and any subsequent Renewal Term(s).

2.   Obligations:

2.1.   Advertisement. Mean Cash Inc. shall publish the Advertisement in the Advertising Space on a continuous basis during the Term of this Agreement. In doing so, Mean Cash Inc. shall faithfully reproduce the Advertisement as provided by Client and shall not alter or change the Advertisement in any manner, except that Mean Cash Inc. may, at its sole discretion, change the size of the Advertisement, including the text and graphics, as is necessary for the Advertisement to fit within the Advertising Space the advertiser has purchased. Mean Cash Inc. shall at all times maintain a hypertext link from the advertisement to a URL (web site address) specified by Client. Client is responsible for providing to Mean Cash Inc. all text and/or graphics on or before the Effective Date of this Agreement.

2.2.   Linking Requirements. During the Term that a Client's advertisements are to be displayed on any Mean Cash Inc. web site, the web site shall link to only those web sites that the Advertiser and Mean Cash Inc shall mutually agree in advance. The parties further agree that such shall not link to any third party web sites including, without limitation, web sites operated by any Competitive Entities to Mean Cash Inc.

2.3.   Right to Refuse Advertising. All content of the Advertisement is subject to Mean Cash Inc’s approval. Mean Cash Inc. reserves the right to reject or cancel any Advertisement. Mean Cash Inc. does not accept advertising from companies that produce illegal or immoral services, promote hate, violence or crimes or provide pornographic products or services (which Mean Cash Inc. shall have complete discretion to define). The clients web site and business can not be engaging in activities including but not limited to spamming, black hat SEO, loading of dangerous, annoying or invasive software, or being engaged in or linking to web sites that do not practice and conform to ethical web standards. Mean Cash Inc. at its sole discretion may reject or cancel any Advertisement that does not comport with the subject matter or theme of the Mean Cash Inc site, or that does not conform with the category listings established by Mean Cash Inc. Mean Cash Inc. will inform the Client if their advertising is cancelled and may at its discretion allow a Client to relist advertisements for the duration of their subscription upon Mean Cash Inc's approval. The relisting of an advertisement may incur edit charges which the advertiser is responsible for.

EXHIBIT A TO MEAN CASH INC. ADVERTISING AGREEMENT

1.   Warranty; Limitation of Liability; Disclaimer; Indemnification:

1.1.   Warranty.

1.1. I.   Client Warranties. Client represents and warrants that the use, reproduction, distribution, or transmission of the Advertisement will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of any celebrity, violation of any anti discrimination law or regulation, or any other right of any person or entity.

1.1.2.   Mean Cash Inc. Warranties. Mean Cash Inc. warrants that the Mean Cash Inc. Advertising Services will be performed for Client in a diligent and workman-like manner in accordance with industry standards, laws, and governmental regulations applicable to the performance of such services.

1.2.   Limitation of Liability. IN NO EVENT SHALL MEAN CASH INC. BE LIABLE TO CLIENT FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OF DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, MULTIPLE, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, WARRANTY, GUARANTEE, OR ANY OTHER LEGAL OR EQUITABLE GROUNDS. NEITHER MEAN CASH INC. NOR CLIENT SHALL MAKE REPRESENTATIONS OR WARRANTIES TO ANY END USER OR THIRD PARTY ON BEHALF OF THE OTHER PARTY AND IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY REPRESENTATION OR WARRANTY MADE TO ANY END USER OR THIRD PARTY BY THE OTHER PARTY. THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THE AGREEMENT. MEAN CASH INC. SHALL IN NO EVENT BE LIABLE TO THE CLIENT UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY THE CLIENT TO MEAN CASH INC. DURING THE YEAR IN WHICH THE LIABILITY ACCRUES. THE LIMITATIONS SET FORTH IN THIS SECTION 5.2 SHALL NOT APPLY TO CLIENT'S INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 5.4.

1.3.   Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MEAN CASH INC. DOES NOT MAKE, AND HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING MEAN CASH INC’S SERVICES OR MEAN CASH INC’S ADVERTISING SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

1.4.   Indemnification. Client agrees to indemnify, and hold harmless Mean Cash Inc. and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys' fees) related to claims made by third parties against Mean Cash Inc. that the Client's marks or other intellectual property infringe the patents, copyrights, trademarks, or service marks, or other intellectual property rights as such third parties. Client agrees to indemnify and hold harmless Mean Cash Inc. and its officers, directors, employees, agents, successors, and assigns from and against all third party claims, causes of action, liabilities, and all other reasonable costs and expenses resulting or arising from Client's breach of this agreement. Mean Cash Inc. agrees to promptly notify Client in writing of any indemnifiable claim.

Mean Cash Inc shall cooperate in all reasonable respects with the indemnifying party and its attorneys in the investigation, trial, defense, and settlement of such claim and any appeal arising therefrom. Mean Cash Inc may participate in such investigation, trial, defense, and settlement of such claim and any appeal arising therefrom through its attorneys or otherwise, at its own cost and expense. No settlement of a claim that involves a remedy other than the payment of money by the Client shall be entered into without consent of Mean Cash Inc. which consent will not be unreasonably withheld.

2.   Miscellaneous:

2.1.   This Agreement entitles the Client to category listings as defined on Chart "A" on Mean Cash Inc’s web site.

2.2.   Independent Contractors. The parties to this Agreement are independent parties and nothing herein shall be construed as creating an employment relationship between the parties. Neither party is an agent, representative, or partner of the other party, and neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability, or to otherwise bind, the other party. The Agreement shall not be interpreted or construed to create an association, agency, joint venture, or partnership between the parties or to impose any liability attributable to such a relationship upon either party.

2.3.   Governing Law. The Agreement shall be governed by the laws of the State of Florida without giving effect to applicable conflict of laws provisions. All actions with respect to this Agreement shall be brought in federal or state court in Palm Beach County, Florida, and the parties expressly consent to the personal jurisdiction of such courts. In the event any litigation or other proceeding is brought by either party in connection with this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to recover from the other party all costs, attorneys' fees, and other expenses incurred by such prevailing party in such litigation.

2.4.   Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations, communications, writings, and understandings.

2.5.   Notice. Notices given under this Agreement shall be given to the following:

Mean Cash Inc.
Christopher Hibbard
PO Box 880551
Boca Raton, FL 33488-0551

2.6   Headings. The headings used in this Agreement and Exhibit are for convenience only and shall not be used to interpret or construe its provisions.

3.   Term and Termination:

3.1.   Term. The Term of this Agreement shall be for a period of one (1) year, beginning on the Effective Date of payment to Mean Cash Inc and submission of advertising material. At the end of one (1) year, the Agreement shall automatically renew for consecutive one (1) year Terms (the "Renewal Term(s)") thereafter unless either party gives written notice to the other party of its intention not to renew this Agreement no later than thirty (30) days prior to the end of the current Term.

3.2.   Termination. Mean Cash Inc. may terminate this Agreement immediately upon written notice to Client if Client breaches a material term of this Agreement and fails to correct such breach within five (5) days following receipt of written notice to Client specifying each breach; or by mutual written agreement of both parties.

4.   Other Legal Terms and Conditions: Certain other legal terms and conditions of this Agreement are described in Exhibit A.

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