ADVERTISING AGREEMENT


ADVERTISING TERMS OF SERVICE – Version Date: September 24, 2018


The following terms and conditions (“Terms and Conditions”), with the insertion order (the “Insertion Order”) to which these Terms and Conditions relate (collectively referred to as this “Agreement”), sets forth the agreement between PageNearMe, Inc. (“PageNearMe”, DBA “KnoxvillePage.com”, “KnoxvillePage”) and the advertiser or advertising agency listed in the Insertion Order (“Advertiser”).


Delivery of Advertisement Content


Advertiser will provide to KnoxvillePage all content for the advertisement (the “Advertisement”) in accordance with KnoxvillePage’s then-current policies. If and to the extent that a delivered Advertisement does not conform to KnoxvillePage’s then-current format specifications, Advertiser shall be responsible for altering the materials so that they meet KnoxvillePage’s technical and creative specifications. In the event that Advertiser does not provide KnoxvillePage with compliant content, KnoxvillePage reserves the right to make technical modifications as necessary to conform the Landing Page amd/or Advertisement to such specifications.


License


For the term of this Agreement and the purposes stated hereunder, Advertiser hereby grants to KnoxvillePage a non-exclusive, royalty-free, transferable, worldwide license to reproduce, distribute, create derivative works of, publicly perform, publicly display and digitally perform the Advertisement and its constituent parts, including trademarks, service marks, logos or other commercial product or service designations (collectively “Marks”) contained in the Advertisement. Advertiser also grants to KnoxvillePage the limited right to use an image of the Advertisement and the Advertiser’s Marks for purposes of its marketing, promotion and in content directories or indexes, and in electronic or printed advertising, publicity, press releases, newsletters and mailings about KnoxvillePage.com or the KnoxvillePage brand. KnoxvillePage may make a reasonable number of archival or back-up copies of the Advertisement.


Serving of Advertisements


KnoxvillePage shall serve the Advertisements as specified in the Insertion Order to the KnoxvillePage’s website (www.KnoxvillePage.com), or other website indicated in the Insertion Order, and, if so set forth on the Insertion Order, to KnoxvillePage’s network publishers’ websites. KnoxvillePage estimates, but cannot guaranty, that the Advertisement units, if any, specified in the Insertion Order will be served in the time period specified in the Insertion Order. Except as otherwise expressly provided in the Insertion Order, positioning of an Advertisement within a website is at the sole discretion of KnoxvillePage. KnoxvillePage also reserves the right to reject or cancel any Advertisement, Insertion Order, space reservation or position commitment and any URL link embodied within any Advertisement, at any time. KnoxvillePage shall have no liability whatsoever by reason of error for which it may be responsible in any Advertisement beyond liability to give Advertiser credit for so much of the placement of the Advertisement as is materially affected by the error; and its obligation to give such credit shall not apply unless it is notified of the inaccuracy within 48 hours following the posting error. Advertiser shall bear full responsibility for all products or services offered, sold or licensed through the Advertisements or the Advertiser’s website. Advertiser will collect and pay all taxes related to the sale or licensing of such products or services. The advertising inventory under the Insertion Order is for use solely by Advertiser (or if Advertiser is an agent, for Advertiser’s individual client) and may not be used by any third-party. Advertiser shall ensure that its collection, use and disclosure of information obtained from KnoxvillePage users for Advertisements served under the Insertion Order complies with all applicable laws, regulations and privacy policies, including, without limitation, KnoxvillePage’s privacy policy.


Payment


If credit is extended to Advertiser, KnoxvillePage shall invoice Advertiser monthly or after the end date specified in the Insertion Order, whichever is earlier. Credit card charges may be subject to automatic renewal as notified to and agreed by Advertiser during the registration process. Charges for renewal periods shall be calculated at the prevailing rates then offered by KnoxvillePage. Advertiser agrees to such automatic renewals and charges to Advertiser’s credit card, subject to Advertiser notifying KnoxvillePage by dates indicated by KnoxvillePage for notification for cancellation of any automatic renewal. Extension of credit to an advertising agency is based on the agency’s acceptance of the sole liability for all advertising placed by the agency and billed to its account. In the event of nonpayment of any agency account, prior to referring such account for third party collections, KnoxvillePage reserves the right to contact the agency’s client(s), as disclosed principal(s), for payment. If the outstanding balance is still not satisfied, KnoxvillePage may proceed with collections against both the agency and its client(s). Payment will be due within thirty (30) days from the invoice date. Amounts paid after such date shall bear interest at the rate of one and one-half percent (1 ½ %) per month (or the highest rate permitted by law, if less). In the event of any failure by Advertiser to make payment, Advertiser will be responsible for all reasonable expenses (including attorneys’ fees) incurred by KnoxvillePage in collecting such amounts. KnoxvillePage reserves the right to suspend performance of its obligations hereunder (or under any other agreement with Advertiser) in the event Advertiser fails to make timely payment hereunder or under any other agreement with KnoxvillePage. If charges are based upon impressions or clicks, then KnoxvillePage shall invoice and be paid by Advertiser based upon KnoxvillePage’s reports for impressions or clicks (as measured by KnoxvillePage in accordance with its standard methodologies and protocols), which absent manifest error, shall be deemed binding on the parties, or based upon any other invoice and pricing mechanism agreed by the parties. Advertiser agrees that all deposits are non-refundable. All Insertion Orders are done without agency discounts or agency fees and are due in full unless specifically noted. All payments shall be made in U.S. dollars. Advertiser shall be responsible for all taxes due on the sale of the Advertisements to Advertiser, including interest and penalties thereon (exclusive of taxes based on KnoxvillePage’s net income), which taxes shall include, without limitation, any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes.


Refund Policy


There shall be no refunds for Advertisements ordered and properly served to the KnoxvillePage website.


Usage Statistics


Unless specified in the Insertion Order, KnoxvillePage makes no guarantee with respect to usage statistics or levels of impressions or clicks for any Advertisement. KnoxvillePage will provide Advertiser with periodic reports which illustrate past usage statistics relating to its Advertisement. KnoxvillePage may also provide Advertiser with general usage statistics relating to the aggregate advertising on KnoxvillePage’s website, but under no circumstances will KnoxvillePage provide any specific usage statistics relating to other advertisers. Advertiser may not disclose such usage statistics to any third-party without KnoxvillePage’s prior written consent.


Advertising Agency


In the event that an advertising agency is executing this Agreement on behalf of an advertiser, such party executing this Agreement as agent shall be jointly and severally liable, with the advertiser, for all covenants and amounts owing hereunder. If an advertising agency executes the Insertion Order on behalf of an advertiser, the agency thereby represents and warrants that it has full authority to bind the client advertiser to the terms of this Agreement and that it will ensure that the client advertiser complies with all such terms.


Representations


Advertiser represents and warrants that it is solely responsible for any legal liability arising out of or relating to the Advertisement and any material to which users can link through the Advertisement. Advertiser represents and warrants that the Advertisement, as provided to KnoxvillePage (and the serving of such Advertisement by KnoxvillePage as contemplated in the Insertion Order), and any website to which such Advertisement shall link, will: (i) not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) not violate any applicable law, statute, ordinance or regulation, including, without limitation, laws and regulations governing content or export control; (iii) not be or contain material which is defamatory or trade libelous; (iv) not be or contain material which is lewd, pornographic or obscene; (v) not violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) not promote violence or hate speech; or (vii) not contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. Additionally, Advertiser represents and warrants that Advertiser has the right and authority to enter into this Agreement and grant to KnoxvillePage the rights, permissions, privileges and licenses granted herein, without reservation or restriction.


Limitations on Liability; Disclaimer


In the event (i) that KnoxvillePage fails to publish an Advertisement in accordance with the schedule provided in the Insertion Order, or (ii) of any other failure, technical or otherwise, of such Advertisement to appear as provided in the Insertion Order, the sole liability of KnoxvillePage to Advertiser shall be limited to, at KnoxvillePage’s sole discretion, a pro rata refund of the advertising fee, placement of the Advertisement at a later time in a comparable position, or extension of the term of the Insertion Order until total impressions are delivered. IN NO EVENT SHALL KNOXVILLEPAGE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUE OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THE INSERTION ORDER OR SERVING OF THE ADVERTISEMENT, EVEN IF KNOXVILLEPAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Without limiting the foregoing, KnoxvillePage shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind work slowdown or any other condition beyond the reasonable control of KnoxvillePage affecting production or delivery in any manner. THE MAXIMUM LIABILITY OF KNOXVILLEPAGE UNDER THIS AGREEMENT FOR ANY CLAIM, WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE SHALL NOT EXCEED THE AMOUNTS PAID BY ADVERTISER UNDER THE APPLICABLE INSERTION ORDER.
KNOXVILLEPAGE INCORPORATED MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE INCLUDING, WITHOUT LIMITATION, THAT THE KNOXVILLEPAGE WEBSITE OR ANY THIRD PARTY WEBSITE TO WHICH KNOXVILLEPAGE SERVES ADVERTISEMENTS WILL OPERATE WITHOUT ERROR OR INTERRUPTIONS.


Disclaimer of Advertising Liability


This website may contain third party advertisiements and links to third party websites. KnoxvillePage does not make any representation as to the accuracy or suitability of any of the information cotnained in those advertisements or sites and does not accept any respondsibility or liability for the conduct or content of those advertisements and sites and the offerings by the third parties.

The party advertisements and links to other websites where goods or services are advertised and not endorsements or recommendations by KnoxvillePage or the third party sites, goods, or services. KnoxvillePage takes no respondsibility for the content of the ads, promises made, or the quality/reliability of the products or services offered in all advertisements.

KnoxvillePage makes no representation or warranty as to the completeness or accuracy of the information provided on or in connection with this website (the “Website”) and disclaims all warranties, express and implied, including the warranties of merchantability, fitness for a particular purpose, and non-infringement. KnoxvillePage makes no representation, guarantee or warranty, express or implied, regarding the local advertising outcomes achieved from purchasing a key-word on our homepage, purchasing a PRO landing page, or adding a BASIC landing page to our website. Also, KnoxvillePage makes no representation, guarantee or warranty, express or implied, provided by any of its employees, representatives or affiliates in connection with the website including without limitation any guarantee or warranty that the website or content will enable any person to successfully complete or pass any specific examinations for any course, degree or occupational license. The foregoing does not affect any warranties which cannot be excluded or limited under applicable law. In no event will KnoxvillePage be liable for any special, indirect, incidental or consequential damages in respect of the use or misuse of the information provided in connection with their website, including without limitation to information on PRO landing pages, BASIC landing pages, or other content on the website, even if KnoxvillePage users have been advised of the possibility of such damages. The foregoing does not affect any liability which cannot be excluded or limited under applicable law. Certain jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. In such jurisdictions, some or all of the above disclaimers, exclusions or limitations may not apply to you.


Indemnifications


Advertiser agrees to defend, indemnify and hold harmless KnoxvillePage, its affiliates and their respective directors, officers, agents, employees and affiliates for any and all damages, costs, liabilities or expenses (including without limitation reasonable attorneys’ and expert witnesses’ fees) finally awarded to third parties payable by KnoxvillePage incurred or arising from any breach of the representations or warranties in this Agreement, any technical damage caused by the Advertisement or any portion thereof as provided, any claim arising from the Advertisement, Advertiser’s website or the sale or license of Advertiser’s goods or services or any other act, omission or misrepresentation by Advertiser. Advertiser shall control the defense and settlement, if any, of such action; provided that Advertiser shall not settle, offer to settle or admit liability in any action in which it controls the defense if such settlement, offer or admission could impose any liability on KnoxvillePage without the written consent of KnoxvillePage, which consent shall not be unreasonably withheld. KnoxvillePage shall cooperate in the defense of any claim for which Advertiser is indemnifying hereunder, at the expense of Advertiser.


Confidentiality


Advertiser agrees not to disclose to any third party KnoxvillePage’s pricing and other business terms that are disclosed by KnoxvillePage in relation to this Agreement, including, without limitation, information disclosed under the Section entitled “Usage Statistics.” Additionally, Advertiser shall not disclose information about KnoxvillePage’s users to any party, nor shall Advertiser use or allow any other party to use such user information in any manner that is or could reasonably be expected to be used by or on behalf of any product or service competitive with the KnoxvillePage website. This paragraph will survive any cancellation of this Agreement.


Term; Termination


The term of this Agreement shall be for the term set forth in the Insertion Order. Any extension of such term shall require the written agreement of both parties. Except as otherwise provided in the Insertion Order or as mutually agreed by the parties in writing, the Insertion Order is non-cancelable by Advertiser. Either party may terminate this Agreement in the event of a material breach of this Agreement by the other party, which remains uncured after thirty (30) days written notice thereof. If KnoxvillePage terminates this Agreement due to Advertiser’s material breach of any requirement of this Agreement, all of Advertiser’s payment obligations hereunder shall survive such termination. If Advertiser terminates the Agreement due to KnoxvillePage’s material breach of this Agreement, Advertiser will be responsible only for the pro-rata amount of the payments due under the Insertion Order. KnoxvillePage may terminate this Agreement and any Insertion Order at any time for any reason upon thirty (30) days written notice to Advertiser (or upon such shorter notice as may be designated by KnoxvillePage in the event that KnoxvillePage believes in good faith that further display of the Advertisements will expose KnoxvillePage to liability or other adverse consequences). In such event, Advertiser will be responsible only for only the pro-rata portion of payments due under the Insertion Order for the period during which the Advertisement ran.


Miscellaneous


Neither the failure nor any delay on the part of KnoxvillePage to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof. This Agreement may not be modified unless such modification is in a writing signed by both parties. The laws of the State of Tennessee shall govern all matters concerning the validity and interpretation of and performance under this Agreement, excluding such state’s conflicts of law rules, and the venue for any action with respect hereto shall be the applicable federal or state courts located in or with jurisdiction over Knox County, Tennessee. Each of the parties hereto consents to the jurisdiction of the state and federal courts located in Knox County, Tennessee, and agrees not to bring any action in regard of this Agreement or the transactions hereunder in any other jurisdiction. In no event shall KnoxvillePage be liable for any claim that arose more than one (1) year prior to the institution of suit thereon. This Agreement represents the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, express or implied, oral or written, except as herein contained. Advertiser may not assign or transfer this Agreement or any obligation incurred hereunder, without the prior written consent of KnoxvillePage. Any attempt to do so in contravention of this Section shall be void and of no force and effect. KnoxvillePage may assign this Agreement. In the event of any conflict in terms between these Terms and Conditions and the Insertion Order, these Terms and Conditions shall apply. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.