The following terms and conditions ("Terms") are deemed to be incorporated into each order for advertising ("Advertising Order") accepted by LocalEatz.com ("LocalEatz.com"). These Terms, together with those appearing in the Advertising Order executed by the parties, represent the Advertising Agreement ("Agreement") between LocalEatz.com and you and any advertising agency acting on your behalf (jointly and severally known as "Advertiser"). By submitting advertising to LocalEatz.com under the Advertising Order, Advertiser accepts the Agreement and agrees to be bound by all these Terms. The acceptance by LocalEatz.com of any Advertising Order is conditional upon Advertiser's agreement to these Terms.

1. ADVERTISEMENT TERM
This Agreement shall commence on the start date set forth in the Advertising Order and shall continue for the period stated within Advertising Order. Following the initial term, Advertiser’s advertisement shall renew automatically for successive periods equal (31) days, unless Advertiser provides written notice of its intent to cancel such renewal prior to thirty (30) days of the renewal date. If Advertiser fails to notify LocalEatz.com of its intent not to renew, Advertiser’s advertisement will remain active, and Advertiser will be charged for the renewed advertisement. There shall be no refunds if Advertiser elects to discontinue display of the advertisement prior to expiration of the Initial Term or any subsequent Term of the advertisement. LocalEatz.com may terminate this Agreement at any time in the event of material breach of this Agreement by Advertiser.

2. TERMS OF PAYMENT
The Advertiser must have paid any outstanding invoices before the advertising will appear on LocalEatz.com. All prices quoted are based on calendar months. The Advertiser represents and warrants that it contracts with LocalEatz.com as principal, and has the authority to do so, notwithstanding that the Advertiser may be acting as an advertising agency in some other representative capacity.

Advertising rates are determined by LocalEatz.com and are subject to change at any time. Such rate change would not affect any Advertising Orders that have already been received by LocalEatz.com prior to the change. Upon change of advertising rates LocalEatz.com shall notify Advertiser of change in rates. After the receipt of such notice by Advertiser, Advertiser shall be charged at the modified rates, unless Advertiser in writing instructs LocalEatz.com to terminate advertisement prior to their scheduled advertising date.

All Advertising Orders must be accompanied by payment in full due from Advertiser for the first advertisement by LocalEatz.com. Advertiser's who have previously submitted advertisments to LocalEatz.com and have paid timely for Services, or for Advertiser's who are approved in the Advertising Order for such billing, payment is due within thirty days after the date of the invoice provided by LocalEatz.com. LocalEatz.com reserves the right at any time and for any reason to require payment due at time of Advertising Order.

Payment will be considered late if payment has not been received (30) days after the date stated on the invoice and the entire amount of the unpaid balance shall immediately bcome due and payable. Late payments will be subject to late payment fees of the lesser of one and one-half percent (1.5%) of the unpaid amount per month, or the highest amount allowed by law, until paid in full. If payments are made by credit card, and the issuer of the credit card fails to pay the amounts due, or seeks to recover payments made from LocalEatz.com, Advertiser shall remit payment due, together with interest if any is due and costs incurred by LocalEatz.com within (5) days of receipt of notice of nonpayment from LocalEatz.com. Advertiser will be responsible for paying all taxes and government charges, and reasonable expenses and attorney fees LocalEatz.com incurs collecting late amounts.

A check return fee of $20.00 will be charged to customer’s account for all checks returned by the bank. LocalEatz.com reserves the right to charge and collect remaining balance including late and interest charges of 1.5% per month.

3. REFUNDS
Refunds will be granted at the sole discretion of LocalEatz.com. There will be no refunds if the Advertising Order cancellation notice given by Advertiser is received less then (5) business days prior to the scheduled advertisement date as set forth in ADVERTISER CANCELLATION provision.

4. ADVERTISEMENT SUBMISSION
The Advertiser will provide all materials for the advertisement (including GIF or JPEG files), in accordance with LocalEatz.com's requirements set out in this Agreement and in the Advertising Order, including (without limitation) the manner of transmission to LocalEatz.com, the lead-time prior to publication of the advertisement and such technical specifications as LocalEatz.com may require from time to time. LocalEatz.com will not be required to publish any advertisement that has not been received in accordance with such requirements and reserves the right to charge the Advertiser the advertising rate specified in the Advertising Order while awaiting receipt of the advertising material. Any Advertiser Materials that do not meet these standards will be returned for correction by Advertiser. Advertiser shall submit Advertiser Materials strictly in accordance with instructions in the Advertising Order. Materials must be submitted according to the deadlines in the Advertising Order. LocalEatz.com makes no promise to publish Materials on the scheduled publication date if Advertiser fails to submit the Materials by the deadline specified in the Advertising Order. LocalEatz.com reserves the right to, in its sole discretion, refuse, cancel or remove any Advertisement, at any time and from time to time, that does not comply with LocalEatz.com's standards or for any reason or for no reason.

5. ADVERTISEMENT PLACEMENT
Except as otherwise expressly provided in the Advertising Order, positioning of advertisements within the LocalEatz.com properties or on any page is at the sole discretion of LocalEatz.com, and LocalEatz.com will not be prohibited from also carrying advertisements for any product or business competitive to the product or business of the Advertiser. LocalEatz.com does not warrant the date or dates of insertion of the advertisement(s) and does not warrant that the advertisement(s) will not be displayed after the end date specified. However, LocalEatz.com will use reasonable efforts to comply with the Advertiser's wishes in these regards.If the Advertiser wishes to request a change to positioning of advertisements, it must provide the relevant creatives and give prior written notice of at least 2 weeks before the end of a calendar month, such change to take place in the following calendar month. Failure to provide such prior notice will mean that the positions set out in the Advertising Order prevail. Any requested change to positioning of advertisements will be decided at LocalEatz.com's sole discretion, subject to availability. In any event, the Advertiser will only request changes to the position of advertisements once in any each calendar month.

6. USAGE STATISTICS
Notwithstanding the provisions of the Advertising Order, the Advertiser acknowledges that LocalEatz.com has not made any guarantees with respect to usage statistics, traffic, availability, click-through rates, impression levels or advertisement performance for any advertisement or for any position specified for each advertisement. LocalEatz.com provides the Advertiser with estimated usage statistics only as a courtesy to the Advertiser and LocalEatz.com will not be held liable for any claims relating to any usage statistics however supplied. Past usage statistics are not indicative of future advertisement performance.

7. NO ASSIGNMENT OR RESALE OF AD SPACE
The sponsor and or advertiser or agent may not resell, assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights will entitle LocalEatz.com to terminate the sponsorship and advertising contract immediately, without liability on the part of LocalEatz.com.

8. LICENSING
The Advertiser hereby grants to LocalEatz.com a perpetual, world-wide, non-exclusive, fully paid licence to reproduce and display the advertisement (including all contents, trademarks and brand features contained therein) in accordance with the Advertising Order and these Terms. The Advertiser grants to LocalEatz.com the express right to reproduce throughout the world screen shots of all or part of any LocalEatz.com property containing all or part of any of the advertising materials supplied by the Advertiser to LocalEatz.com on or in any promotional or advertising material or campaign promoting or advertising LocalEatz.com. LocalEatz.com reserves the right to publicize the Materials in its marketing and PR documents. These documents include print and online project treatments, and press releases.

9. OWNERSHIP OF MATERIALS AND TECHNOLOGY
Advertiser is the sole owner of all right, title, and interest in and to the Advertiser Material whether in its original form or its encoded form. LocalEatz.com is the sole owner of all right, title and interest in and to the computer programs, materials, processes and other technology developed or used by or for LocalEatz.com in connection with the publication of the advertisement and the provision of the services and all copyrights, patents and other intellectual property rights therein.

10. ADVERTISER CANCELLATION
Advertiser may cancel its Advertising Order at any time that is more than 5 business days prior to the scheduled advertisment date and if so cancelled will not be charged advertisement costs. Cancellation orders received less then 5 business days prior to the scheduled advertisement date are ineffective and Advertiser agrees to pay the appropriate rates for such advertisement as set forth in the Advertising Order. If an Advertising Order is cancelled by Advertiser, Advertiser will still be liable for any amount due under an Advertising Order delivered by LocalEatz.com

11. ADVERTISEMENT TERMINATION
LocalEatz.com reserves the right to reject any advertising matter which it deems objectionable. All contents of advertisements are subject to LocalEatz.com's approval. LocalEatz.com does not undertake to review the contents of any advertisements and any such review of and/or approval by LocalEatz.com will not be deemed to constitute an acceptance by LocalEatz.com that such advertisement is provided in accordance with these Terms nor will it constitute a waiver of LocalEatz.com's rights hereunder. In addition, LocalEatz.com shall have the right, at any time, to remove any advertisement and/or terminate this Agreement if LocalEatz.com is directed to do so by any law enforcement agency, court or government agency or if LocalEatz.com determines, in its sole discretion, that the advertisement, or any portion thereof violate LocalEatz.com's Advertising Standards or applicable advertising policy; violate any law, rule or regulation; are the subject of a third party claim of infringement, misappropriation, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity or are otherwise objectionable to LocalEatz.com. In such event, LocalEatz.com will display a different advertisement as mutually agreed upon by the parties or if LocalEatz.com and Advertiser cannot agree on the display of such other advertisement, will refund to Advertiser a pro rata portion of the fee which Advertiser has paid to LocalEatz.com for display of the advertisement.

12. INDEMNIFICATION
The Advertiser warrants and represents to LocalEatz.com that it has the right to publish all of the contents of the advertisements, and can grant to LocalEatz.com such right, and that such publication will not: (a) infringe any rights of any third party including, without limitation, intellectual property rights and rights of privacy; and (b) violate any applicable law or regulation. The advertisements do not contain anything that is defamatory, obscene, false or misleading. The Advertiser agrees to indemnify and keep indemnified LocalEatz.com and hold LocalEatz.com harmless against any and all expenses, damages costs (including reasonable legal fees and costs) and losses of any kind incurred by LocalEatz.com in connection with any claims actual or threatened, of any kind (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, false or misleading advertising or breach of any industry advertising codes or sales practices) arising from the advertisement and /or any material (of the Advertiser or otherwise) to which users can link through the advertisement.

13. ADVERTISER WARRANTY
Advertiser is solely responsible for any legal liability arising out of or relating to the Featured Listing. Advertiser represents and warrants that advertisement complies with LocalEatz.com Advertising Standards; Advertiser holds the necessary rights to permit the use and display of the advertisement by LocalEatz.com for the purposes of this Agreement; the use, reproduction, distribution, or transmission and display of the advertisement will not violate any civil or criminal laws, rules or regulations or any rights of any third parties. Advertiser agrees to indemnify, defend and hold LocalEatz.com harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by LocalEatz.com, arising out of or related to the advertisement or Advertiser's breach of any of the foregoing representations and warranties.

14. LIMITATION OF LIABILITY
LocalEatz.com's sole responsibility under this Agreement shall be to provide any advertisement specifically described in the Advertising Order and publish the Advertisement as described in the Advertising Order. LocalEatz.com expressly disclaims any and all warranties, whether express or implied, including without limitation any implied warranties of merchantability or fitness for a particular purpose with regard to the Services. LocalEatz.com makes no warranty as to the number of viewings the advertisement will receive or the benefit to the Advertiser. In no event will LocalEatz.com be liable in contract, tort, negligence, or otherwise for any consequential, incidental, direct, indirect, special, punitive or other damages whatsoever (including without limitation damages for loss of business profits, business interruption, loss of business information or other pecuniary loss), revenues, production, or economic loss of any kind arising out of this Agreement, arising from any failure to publish in a timely manner or at all any advertisement in accordance with the Advertising Order. LocalEatz.com shall have no liability for errors or omissions or delays in providing the advertisement.

If LocalEatz.com fails to publish any advertisement or as provided in the Advertising Order (or in the event of any other failure, technical or otherwise, of such advertisement to appear as provided in the Advertising Order), LocalEatz.com's liability will be limited (at the option of LocalEatz.com) to either: (a) publishing the advertisement (or a replacement advertisement if provided by the Advertiser) on positions agreed in the Advertising Order or as agreed with Advertiser as soon as is reasonably practicable in the period following the period during which the advertisement was scheduled to run; or (b) refund to the Advertiser that proportion of the amounts paid which relate to those advertisements, and if the relevant amounts were not paid by the Advertiser, agree that such amounts will not be due or payable.

LocalEatz.com reserves the right, for whatever reason, not to include any advertisement on the Site, nor will it be obliged to enter into correspondence regarding its decision. LocalEatz.com makes no warranty that the service will meet the objective, needs or requirements of the Advertiser or its agent, nor that the service will be uninterrupted, timely, secure, or error free.

Except for payment, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including but not limited to acts of God, government, terrorism, natural disaster, labor conditions and power failures.

LocalEatz.com does not limit or exclude liability for death or personal injury caused by its negligence.

15. GENERAL
These Terms together with the Advertising Order constitute the complete and entire expression of the agreement between the parties, and supersede all other prior understandings, commitments, agreements and (unless made fraudulently) representations, whether written or oral between the parties. Provisions 8, 9, 12, 13, and 14 will survive termination or expiration of Agreement. If any provisions of this Agreement are determined to be void or unenforceable the remaining provisions shall be of full force and effect. LocalEatz.com's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. All notices or communications between the parties to this Agreement shall be addressed to the applicable address set forth on the Advertising Order and sent by certified or registered mail, personal delivery or overnight courier. No Materials submitted or other information provided by Advertiser shall be deemed to be trade secrets or confidential information of Advertiser. This Agreement will be governed by the laws of the State of Texas, and the parties submit to the non-exclusive jurisdiction of the Texas courts.