Yodle Organic Service Terms and Conditions:

I.  Adversite

The Yodle Organic Service may include an adverSite. Yodle will register and administer the adverSite URL. If requested, Yodle will authorize the transfer of the adverSite URL to Customer upon termination of the Yodle Organic Service, provided that Customer has paid all amounts due to Yodle under the Agreement.

II.  License

Customer hereby grants Yodle and its designees a non-exclusive, worldwide, transferable, sublicensable right and license to use, reproduce, distribute, modify, perform and display any content provided by Customer to Yodle (the “Customer Content”) in connection with providing the Yodle Organic Service.

III.  Ownership

Customer owns the Customer Content. As between Yodle and Customer, Yodle owns any content (other than Customer Content), data or technology in connection with the Yodle Organic Service. If Customer desires to continue to use the adverSite after termination of the Agreement and has paid all amounts due to Yodle under the Agreement, as well as a file transfer fee of $99 (which transfer fee will be waived if Customer has purchased the Yodle Organic Service for at least 12 months from the Publication Date), then Yodle hereby grants Customer a revocable, non-exclusive, non-transferable, non-sublicensable license to continue to use the adverSite as its website; provided that (a) Customer may not (i) use any content of the adverSite other than Customer Content for any other purpose or (ii) modify any of the content of the adverSite, other than Customer Content and (b) Yodle may remove third party content prior to transfer. Customer may not grant access to its account or share any data generated from the Yodle Organic Service with any third party without Yodle’s prior written consent.

IV.  Payment

Customer will pay Yodle all amounts due under the Agreement, and Customer hereby authorizes Yodle to charge the credit card or other payment method provided. The one-time fees and the first monthly fee (the “Initial Charge”) are due on the Effective Date. Amounts due are automatically charged, in advance, and are not refundable. If Yodle does not receive timely payment of any amount due under the Agreement, Customer agrees to pay all amounts due on the account upon demand and will reimburse Yodle for all charges and fees Yodle incurs in collecting payment.

V.  Representations and Warranties

Customer represents and warrants that (a) it has the full right, power and authority to grant the licenses and related rights granted herein and has acquired any and all third party clearances, permissions and licenses that are necessary in connection with Yodle’s exercise of such rights and licenses, (b) the Customer Content is true and accurate, does not violate any law or regulation and is not misleading, defamatory, libelous or slanderous and (c) use of the Customer Content will not infringe upon or violate the rights or property interests of any third party.

VI.  Idemnification

Customer agrees to indemnify, defend and hold harmless Yodle, its successors, officers, directors, employees, designees and agents (the “Indemnified Parties”) from and against any and all claims, actions, demands, costs, losses liabilities, penalties, damages and expenses (including reasonable legal and accounting fees) (“Claims”) arising or resulting from the Customer Content, Customer’s use of the Yodle Organic Service, or breach (or alleged breach) of Customer’s representations and warranties hereunder. If Customer is a Covered Entity under The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Customer waives any claims it may have against Yodle arising out of or in connection with HIPAA requirements and agrees to indemnify and hold harmless the Indemnified Parties against any and all Claims that are related to or arise out of failure to comply with HIPAA requirements.

VII.  Disclaimers

THE YODLE ORGANIC SERVICE IS PROVIDED ON AN "AS IS" BASIS, AND YODLE MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, OR OTHERWISE WITH RESPECT TO THE YODLE ORGANIC SERVICE OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF.

VIII.  Limitations

YODLE WILL NOT BE LIABLE TO CUSTOMER (NOR TO ANY PERSON OR ENTITY CLAIMING RIGHTS DERIVED FROM CUSTOMER’S RIGHTS) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING COST OF COVER, LOST REVENUES OR PROFITS OR LOSS OF BUSINESS OR DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, REGARDLESS OF WHETHER YODLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR KNEW OF THE POSSIBILITY THEREOF. CUSTOMER SHALL HAVE NO RECOURSE AGAINST YODLE OR ITS DESIGNEES FOR ANY ALLEGED OR ACTUAL INFRINGEMENT OF CUSTOMER’S PROPRIETARY RIGHTS BY THIRD PARTIES OR FOR LOSS OR HARM DUE TO UNAUTHORIZED USE OF CUSTOMER’S ADVERSITE BY THIRD PARTIES. IN ANY EVENT, YODLE’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO YODLE HEREUNDER WITHIN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

IX.  Termination; Cancellation

The Agreement shall remain in effect until terminated or cancelled as set forth herein. Once the Initial Term has ended, (a) the term of the Yodle Organic Service will continue month to month thereafter, and Customer will be billed the monthly fees on a monthly recurring basis, until the Yodle Organic Service is cancelled and (b) Customer may cancel the Yodle Organic Service and will be charged for any outstanding amounts due at the time of such cancellation. Any cancellation by Customer must be in writing and signed by an authorized representative of Customer and faxed to (917) 591-8537 or e-mailed to contracttermination@yodle.com. If the Publication Date has not occurred within 60 days of the Effective Date as a result of Customer delay, then Yodle may terminate the Agreement without refund; provided that if Yodle had not charged any portion of the Initial Charge, then Yodle may charge a cancellation fee equal to any portion of the Initial Charge not yet paid by Customer. If Customer breaches any provision of the Agreement, Yodle will notify Customer of such breach, and Yodle may suspend Customer’s Yodle Organic Service. If such breach is capable of being cured, Customer will have 10 days to cure such breach; provided that Yodle is not required to provide an opportunity to cure if Customer subsequently commits the same breach. If such breach cannot be cured or is not cured within the cure period, if any, Yodle may cancel the Yodle Organic Service or terminate the Agreement and/or pursue all other available remedies, including recovery from Customer of Yodle’s costs and attorneys fees incurred in pursuing such remedies. Notwithstanding the foregoing, Yodle may terminate the Agreement or cancel the Yodle Organic Service in its discretion, with a refund only of any prepaid but unused fees. The provisions of Paragraphs 3-8, Paragraph 10 and this sentence shall survive the termination of the Agreement.

X.  General

The Agreement (a) shall be governed by the laws of the State of New York (other than the conflicts of laws provisions thereof) and Customer hereby consents to the jurisdiction of the Federal or state courts in New York County, and waives any jurisdictional, venue or inconvenient forum objections thereto, (b) may be amended only by a writing signed by Yodle and (c) constitutes the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties with respect to the subject matter hereof. Yodle may assign the Agreement, and the parties' rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns. These terms shall be severable and construed to the extent of their enforceability in light of the parties' mutual intent. For the avoidance of doubt, Yodle is an independent contractor of Customer and does not have the authority to make any commitment of any kind that is binding on Customer. Customer expressly agrees that any varying or additional terms contained in any purchase order or any other written notification or document issued by Customer in relation to the Yodle Organic Service shall be of no effect and may be accepted for administrative convenience only.