MobileCoupons.com - Merchant Terms

ADVERTISING AGREEMENT

This Agreement is entered into by and between OpenMotion LLC, DBA Mobilecoupons.com ("Mobilecoupons"), an Ohio limited liability company with a principal office address at 5480 Creek Rd., Cincinnati, Ohio 45242, and each party ("Advertiser") who submits one or more Coupons for display on www.Mobilecoupons.com and its affiliated websites (collectively, the "Site").

RECITALS

WHEREAS, Mobilecoupons owns and operates the Site; and

WHEREAS, Advertiser is familiar with the Site and desires to insert one or more advertisements in the form of electronic coupons (each a "Coupon") on the Site.

WHEREAS, any third party users of the Site ("Users") may freely access Coupons by browsing the Site and selecting Coupons for viewing on mobile devices and the Web, or by sharing via social networking, SMS, and emailing of links.

WHEREAS, There are no fees charged to Advertiser under this Agreement. MobileCoupons.com may offer premium services in the future under a separate agreement which Advertiser may choose to opt-in to.

NOW THEREFORE, in consideration of the mutual benefits of the covenants and restrictions herein contained, Mobilecoupons and Advertiser hereby agree as follows:

TERMS AND CONDITIONS

1. Right to Post Coupon. Advertiser may submit for posting on the Site one or more Coupons during the Term, subject to the terms and conditions set forth herein.

2. Term. The Term of this Agreement shall begin upon Advertiser's acceptance of the terms hereof, and shall end upon written notice of termination by either of Mobilecoupons or Advertiser to the other. Sections 8, 9, 10, 12, 17 and 18 of this Agreement shall survive any such termination.

3. Coupon Campaign Period. Advertiser shall select a starting and ending date for the publication by Mobilecoupons of each Coupon (for each Coupon, the "Coupon Campaign Period") which is the period the Coupon shall be published on Mobilecoupons and honored by Advertiser. Advertiser acknowledges and agrees that after submission of any Coupon, Advertiser may request a suspension of the Coupon Campaign Period for any such Coupon. Advertiser shall honor in full to third parties any such suspended Coupon which had been already been downloaded by or shared with a User during the Coupon Campaign Period but prior to the effective date of the suspension. For clarity, the fact that Advertiser has suspended a Coupon prior to the ending of the Coupon Campaign Period shall not mitigate or change its obligation to honor such Coupon to Users who accessed the Coupon prior to the suspension taking effect.

3. Coupon Submission and Terms. Advertiser shall be responsible for submitting a copy of each Coupon using the Coupon wizard found in the Advertiser section of the Site. Each Coupon offer Advertiser makes shall reflect a genuine discount to its regular price, and such offer shall not be made available through word of mouth or regular savings offered by Advertiser to the general public. Mobilecoupons reserves the right to reject any Coupon and to require changes to any Coupon in its sole discretion as a condition for posting on the Site at any time. Advertiser shall honor in full to third parties the terms every Coupon it submits during each applicable Coupon Campaign Period.

4. License. Advertiser hereby grants to Mobilecoupons an unrestricted perpetual, worldwide, royalty-free, paid-up license to print, copy, distribute, display, and use all content contained in any Coupon.

5. Search Terms. Advertiser may select category search terms, subject to availability, associated with each Coupon which are used to determine what User keywords or links when entered/clicked on by a User on the Site may bring back Advertiser's Coupon in the result set. Advertiser may also select tags associated with the Coupon which are used to determine what User search criteria when entered via search engines may result in the Advertisers Coupon being indexed. Mobilecoupons in its sole discretion will make final determination of what category search terms and tags are associated with the Advertiser's Coupons and the order and position on any page where all such Coupons are displayed. Mobilecoupons does not guarantee the position or the events upon which any of Advertiser's Coupons will be brought back in response to any User's search engine results.

6. Linking. Advertiser may provide links to the Site's homepage and to the particular webpage displaying Advertiser's Coupon, provided however, that: (a) Advertiser does not remove or obscure, by framing or otherwise, any portion of information contained on the Site's homepage or the particular webpage displaying Advertiser's Coupon, including all other advertisements, the Site's terms of use, the copyright notice, or other notices on the Site, and (b) Advertiser shall in any event immediately discontinue providing links to the Site upon written request by Mobilecoupons.

7. Advertiser Registration. Use of the Site requires Advertiser to accept the terms of this Agreement, and to register at http://www.mobilecoupons.com/GetStarted.aspx. Advertiser shall provide Mobilecoupons with accurate and complete registration information. It is Advertiser's responsibility to inform Mobilecoupons of any changes to the information provided in its registration. Each registration is for a single Advertiser only, unless specifically designated otherwise on the registration page. Only registered Advertisers may at any time use the sections of the Site requiring registration by: a) using Advertiser's name or password to access such section of the Site; or b) access such sections through a single registered Advertiser being made available to duly authorized Users on a network or as otherwise expressly permitted by Mobilecoupons. Advertiser is responsible for preventing all unauthorized use of the Site by its employees, contractors and agents. Mobilecoupons may attempt to verify Advertiser as a registered user via email and automated phone and manual phone call if necessary. Advertiser authorizes Mobilecoupons to contact Advertiser via email and phone to verify Advertiser's identity.

8. Right to Remove Coupons. Mobilecoupons has no obligation to edit, monitor or screen the content of any Coupons and is not in any way responsible to Advertiser or to any third parties for the content contained in Coupons or any content linked to or from such Coupons. Notwithstanding the foregoing, Mobilecoupons reserves the right to review the content contained in all Coupons and may remove any Coupons or the content contained therein for any reason or no reason, as determined in the exclusive discretion of Mobilecoupons.

9. Disclaimer. Advertiser agrees to use the Site at its own risk in all respects. Mobilecoupons does not represent or warrant that the Site or any content displayed thereon will be error-free, free of viruses or other harmful components, or that defects will be corrected or that it will always be accessible. Mobilecoupons does not warrant or represent that the content available on or through the Site will be displayed correctly, accurately, timely, or otherwise reliably. Mobilecoupons may make improvements and/or changes to its features, functionality or content at any time, which may cause disruptions in the use of the Site. Mobilecoupons shall not be liable to Advertiser or any third party for errors, omissions or any harm caused to any such party caused relating to arising out of Advertiser's the use of the Site. Any failure to display any Coupon on the Site or any failure of the Site whatsoever shall be shall not be considered a breach of this Agreement by Mobilecoupons, and Mobilecoupons shall not be liable to Advertiser or any third party for any damages for any failure to display a Coupon or failure of the Site.

10. LIMITATION OF LIABILITY. The SITE AND ALL CONTENT ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. MOBILECOUPONS EXPRESSLY DISCLAIMS AND ADVERTISER HEREBY WAIVES ALL WARRANTIES, BY OR ON BEHALF OF MOBILECOUPONS INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MOBILECOUPONS DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THE SITE AND THE CONTENT, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD PARTY SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE SITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (C) THE UNAVAILABILITY OF THE SITE, THE CONTENT, OR ANY PORTION THEREOF, (D) USE OF THE SITE OR THE CONTENT, OR (E) USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SITE OR THE CONTENT. IN NO EVENT WILL MOBILECOUPONS HAVE ANY LIABILITY UNDER THIS AGREEMENT TO ADVERTISER OR ANY THIRD PARTY.

11. Terms Subject To Change. This Agreement may be amended by Mobilecoupons from time to time upon five (5) days prior written notice, which will be posted in the Advertiser section of the Site. Mobilecoupons may notify Advertiser of any such changes via the email address provided in Advertiser registration. It is the Advertiser's responsibility to keep its contact information current. Use of the Site is subject to Mobilecoupons' Privacy Policy, as may be adopted and updated anytime by Mobilecoupons without notice.

12. Representations, Warranties and Indemnity. Advertiser represents and warrants that the content of every Coupon shall be lawful and that Advertiser shall fully honor to Users each Coupon according to its terms. Users may present Coupons by showing the Coupon on their mobile device, or on a printed page. The advertiser further warrants and undertakes to Mobilecoupons that every aspect of the Coupon will not contain anything that is defamatory of any person; contain anything that is indecent or obscene; contain anything that breaches the copyright, trademark or other intellectual or commercial property rights of any person; contain or constitute a statement that is misleading or deceptive, is likely to mislead or be deceptive. Advertiser agrees that Coupon will be a true discount below which price the product or service is available to the general public. Advertiser agrees that Mobilecoupons in its sole discretion may determine if Advertiser violates any provision in this section 12. Advertiser assumes full and complete responsibility and liability for its use of the Site, including (without limitation) Advertiser's satisfaction of any and all obligations to Users and third parties relating to or arising out of its use of the Site, and all information and content, including (without limitation) all Coupons, submitted, printed, displayed, and published pursuant to this Agreement and use of the Site, and shall indemnify, defend and hold Mobilecoupons, including its officer, members, managers, employees and agents, harmless from and against all demands, claims, or liability, related to the foregoing, including (without limitation) any allegation that the Coupon infringes or violates any rights of any third party or violates any law. Advertiser shall reimburse Mobilecoupons for any and all amounts paid by Mobilecoupons in settlement or satisfaction of any such demands, claims, or liability, together with all expenses incurred in connection therewith, including, but not limited to, attorney's fees and costs.

17. Entire Agreement. This Agreement contains the entire understanding of the parties and supersedes previous verbal and written agreements between the parties concerning the subject matter hereof. Any waiver of a provision of this Agreement by Mobilecoupons shall not be binding unless such waiver is in writing and signed by Mobilecoupons. Waiver by Mobilecoupons of any breach of this Agreement shall not constitute waiver of any other breach. Any failure by Mobilecoupons to enforce a provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision.

18. Governing Law. This Agreement shall be governed by the laws of the State of Ohio without regard to any rules of conflict or choice of laws which require the application of laws of another jurisdiction. The parties hereby agree that the state and federal courts of Hamilton County, Ohio shall have personal jurisdiction, and that venue shall be proper in such courts.