Business Advertising Agreement

1. Introduction

This Business Advertising Agreement ("Agreement") is made by SaveNHelp.com, LLC ("SNH") and you ("Advertiser"). SNH maintains a Web site on which it displays advertising and promotional offers for other parties. Advertiser wishes to display certain advertising and promotional offers on the SNH Web site. Therefore, SNH and Advertiser, intending to be legally bound, agree to the terms and conditions set forth in this Agreement, including the Privacy Policy at , which is incorporated in this Agreement by reference.

2. Services

Description of Web Site. SNH operates a Web site located at www.SaveNHelp.com ("Web Site"). The Web Site contains advertisements and other promotional information for businesses. "Advertisement" means the graphical and text-based description of Advertiser's business including, but not limited to, directory listing information and promotional offers, posted by Advertiser on the Web Site for display on the Web Site.

Business Advertising Services. Subject to the terms of this Agreement, SNH shall provide services to Advertiser including, but not limited to, display of Advertiser's Advertisement on the Web Site, directory listing, and business linking for the period, categories, and locations selected by Advertiser ("Services"). SNH does not guarantee the number of consumers to visit the Web Site or access Advertiser's information or the number of business advertisers that advertise on the Web site.

Advertisement Submission and Acceptance. Advertiser shall post its Advertisement on the Web Site in a format consistent with any guidelines specified by SNH. Advertiser shall only post its Advertisements in the appropriate goods and/or services categories. Advertisements for sexual activities and related items, gambling (except for charitable gaming activities), alcoholic beverages, and firearms are prohibited. Advertiser acknowledges that SNH is not responsible for the loss of any information posted on the Web Site. All Advertisements are subject to approval by SNH and SNH has unlimited discretion to reject and/or remove any Advertisement, or any portion of it, for any reason at any time.

3. Proprietary Rights

License Grant. Advertiser grants to SNH a worldwide, royalty-free, and nonexclusive license to reproduce, modify, adapt, print, distribute, and publicly display the Advertisement, including any trademarks or service marks shown, on the Web Site. Upon termination of this Agreement, SNH shall uninstall the Advertisement, destroy all copies of it, and cease further display of the Advertisement.

SNH's Proprietary Rights. The Web Site and any necessary software used in connection with the Web Site ("Software") contain proprietary and confidential information that is protected by applicable intellectual property laws and other laws. The Web Site, as well as any other information presented through the Services, is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as authorized in this Agreement or otherwise expressly authorized in writing by SNH, Advertiser shall not distribute or otherwise transfer, modify, or create derivative works based on the Services, the Software, or the Web Site, in whole or in part. SNH grants Advertiser a personal, nontransferable, and nonexclusive license to use the object code of the Software; provided that Advertiser does not (and does not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, or distribute, grant a security interest in, or otherwise transfer any right in the Software. Advertiser shall not modify the Software in any manner or form, or use modified versions of the Software, including, without limitation, for the purpose of obtaining unauthorized access to the Services. Advertiser shall not access the Services by any means other than through the interface that is provided by SNH for use in accessing the Services. Except as provided below, nothing in this Agreement grants Advertiser any right to use the name, trademark, or service mark of SNH in any advertisement, sales promotion, or press release without SNH's prior written consent.

4. Parties' Conduct

Advertiser's Conduct. Advertiser is solely responsible for all information, data, text, articles, software, music, sound, photographs, graphics, video, messages, postings, or other materials posted on the Web Site as an Advertisement. Advertiser, and not SNH, is entirely responsible for all Advertisements that Advertiser uploads, posts, e-mails or otherwise transmits via the Services. Advertiser is prohibited from creating links to other Web sites in its Advertisements, including its own Web site. Under no circumstances will SNH be liable in any way for any Advertisements, including, but not limited to, any errors or omissions in any Advertisement, or any loss or damage of any kind incurred as a result of the use of any Advertisements posted, e-mailed, or otherwise transmitted. Advertiser shall not use the Services to: (a) upload, post, e-mail, or otherwise transmit any Advertisement that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity, or falsely state or otherwise misrepresent Advertiser's affiliation with any person or entity; (d) post any incomplete, false, or inaccurate biographical information; (e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Advertisement transmitted through the Services; (f) upload, post, e-mail, or otherwise transmit any Advertisement that Advertiser does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (g) upload, post, e-mail, or otherwise transmit any Advertisement that infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party; (h) upload, post, e-mail, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other similar solicitations; (i) upload, post, e-mail, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (j) disrupt the normal flow of dialogue, cause a screen to scroll faster than other users of the Services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges; (k) interfere with or disrupt the Services or servers or networks connected to the Web Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Web Site; (l) intentionally or unintentionally violate any applicable local, state, federal, foreign, or international laws, rules, and regulations; (m) stalk or otherwise harass another; or (n) collect, store, or use personal data about other users of the Services, except as may be necessary to complete a transaction offered or accepted by such users. Advertiser, in its sole discretion, may refuse access to any promotional offers contained in its Advertisements to any individual or business. Advertiser represents and warrants that its Advertisements comply with SNH's advertising policies; that Advertiser holds the necessary rights to permit the use of the Advertisements by SNH for the purpose of this Agreement; that Advertiser will honor any promotional offer contained in its Advertisements; and that its Advertisements are truthful.

SNH's Conduct. SNH shall determine, in its sole discretion, all matters concerning hardware and software selection and configuration, telecommunications, system components, advertising categories, metro service areas, business links, positioning of Advertisements, and all other operational and administrative matters for the Web Site. SNH will take commercially reasonable steps to keep the Web Site operating smoothly and efficiently. However, since the Web Site operates using computer equipment, computer software programs, and the Internet, some of which may be provided by third parties, SNH shall not be responsible for delays or service interruptions, including, without limitation, limitations on the availability of telephone transmission lines and facilities, failures of other communications equipment, Internet access delays or failures, failures or deficiencies of Advertiser's equipment, or Advertiser's failure to meet its responsibilities under this Agreement. Due to the number of Web browsers in existence, SNH does not guarantee the Web Site will be accessible to or viewable by every Web browser.

Dealings with Users. Advertiser acknowledges that its correspondence or business dealings with users of the Web Site found on or through the Services, including promotional offers, payment and delivery of products or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between Advertiser and such user. Advertiser agrees that SNH shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such users in connection with the Services. If Advertiser has a dispute with a user of the Web Site, SNH is under no obligation to become involved.

Password Protection. Advertiser shall safeguard its user name and password for accessing the Services and otherwise comply with the provisions of this Agreement. Advertiser may not disclose its user name and password to any other person. If Advertiser determines that another person has gained access to its user name and password, or that anyone has wrongfully accessed the Services, Advertiser shall promptly notify SNH. Advertiser is responsible for misuse of the Services by its employees and by unauthorized users who gain access due to Advertiser or any employee of Advertiser's failure to maintain security.

5. Fees

Fees. Advertiser shall pay SNH an initial registration fee as specified on the price schedule. The registration fee is nonrefundable. Advertiser shall pay SNH a fee for the Services consisting of a monthly account fee, an additional location fee, an additional service area fee, a business links fee, and a print fee, as applicable, adjusted by any applicable discounts, as such fees and discounts are described on the price schedule. SNH reserves the right to increase its fees or modify its fee structure as set forth on such price schedule, at any time upon 30 days' prior written notice to Advertiser.

Taxes. Advertiser shall pay all applicable sales, use, and other similar taxes resulting from Advertiser's receipt and use of the Services under this Agreement. If Advertiser has tax exempt status, Advertiser shall provide SNH with its tax exempt certificate and/or number.

Payment. Advertiser shall pay for the Services by direct account transfer or credit card. While this Agreement is in effect, Advertiser shall provide and maintain proper authorization for SNH to debit such accounts for the amounts owed under this Agreement. Advertiser represents that the accounts from which Advertiser pays SNH are valid and that Advertiser is an authorized user of the accounts. Advertiser will promptly notify SNH of any pertinent changes in Advertiser's account information.

6. Disclaimer, Limitation of Liability, and Indemnification

Disclaimer of Warranties. ADVERTISER EXPRESSLY UNDERSTANDS AND AGREES THAT: (a) ADVERTISER'S USE OF THE SERVICES IS AT ADVERTISER'S SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SNH EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF ACCURACY OF DATA, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY IMPLIED WARRANTY ARISING FROM A COURSE OF DEALING OR PERFORMANCE OR FROM USAGE OF TRADE; (b) SNH MAKES NO WARRANTY (i) THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (ii) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iii) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY ADVERTISER THROUGH THE SERVICES WILL MEET ADVERTISER'S EXPECTATIONS, (iv) THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED, (v) REGARDING THE NUMBER OF PERSONS WHO WILL ACCESS THE WEB SITE OR THE ADVERTISEMENT, OR (vi) REGARDING ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM THE ADVERTISEMENT BEING ON THE WEB SITE; (c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT ADVERTISER'S OWN DISCRETION AND RISK AND ADVERTISER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ADVERTISER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL; (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ADVERTISER FROM SNH OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Limitation of Liability. SNH SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES) RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED THROUGH OR FROM THE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF ADVERTISER'S TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; (e) FROM ANY INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES, (f) ADVERTISER'S FAILURE TO HONOR ANY PROMOTIONAL OFFER CONTAINED IN AN ADVERTISEMENT; OR (g) ANY OTHER MATTER RELATING TO THE SERVICES OR THE WEB SITE, EVEN IF SNH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification. Advertiser shall indemnify and hold SNH, and its subsidiaries, affiliates, owners, directors, officers, managers, agents, and employees, harmless from all damages and expenses, including court costs and reasonable attorney fees, arising out of any claim based on any Advertisements that Advertiser submits, posts, transmits, or uses through the Services, Advertiser's use of the Services, Advertiser's connection to the Web Site, Advertiser's violation of this Agreement, a breach of Advertiser's representations and warranties, Advertiser's failure to honor any promotional offer contained in an Advertisement, and Advertiser's violation of any rights of another or of any law, rule, or regulation.

7. Termination

Advertiser may terminate this Agreement as of the end of any calendar month upon one business day's prior written notice to SNH. SNH, in its sole discretion, may terminate this Agreement, and any resulting registration, at any time (a) for Advertiser's breach of this Agreement immediately without notice, and (b) otherwise upon ten days' written notice to Advertiser.

8. Dispute Resolution

Any claim or controversy arising out of or relating to this Agreement that is not resolved by SNH and Advertiser directly shall be settled by mediation and, if mediation is unsuccessful, by binding arbitration. The mediation and arbitration shall take place in the greater Cincinnati, Ohio area, and shall be administered in accordance with the American Arbitration Association Commercial Arbitration Rules, including the Optional Rules for Emergency Measures of Protection, by mediator(s) and arbitrator(s) mutually selected by SNH and Advertiser in accordance with such rules.

9. Miscellaneous

Neither party may assign or otherwise transfer this Agreement or any rights or obligations under this Agreement to any third party without the prior written consent of the other party, except that this Agreement may be transferred to a successor to all or substantially all of the assets and business of the transferring party. Neither party shall be liable for any delay in or failure of performance (excluding failure to make payments required by this Agreement) resulting from any cause or condition beyond its reasonable control, whether foreseeable or not, including vandalism that disrupts or corrupts the Web Site or the Services. The failure of either party to act upon any right, remedy, or breach of this Agreement shall not constitute a waiver of that or any other right, remedy, or breach. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. This Agreement and any claim arising out of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, excluding its conflict of laws principles. The provisions of this Agreement are severable. If any provision is held to be invalid, unenforceable, or void, the remaining provisions shall not as a result be invalidated. This Agreement constitutes the entire agreement and understanding between the parties relating to the object and scope of this Agreement. This Agreement may be amended by SNH upon 30 days' prior written notice to Advertiser. Advertiser may terminate this Agreement if Advertiser does not wish to accept any such amendment. Any representation, statement, or warranty not expressly contained in this Agreement shall not be enforceable by the parties. The person consenting to this Agreement represents that he or she has the authority to enter this Agreement on behalf of the Advertiser.

LAST UPDATED: February 12, 2010