ADVERTISERS TERMS & CONDITIONS

1.       INTRODUCTION:  This is an agreement between you and Ohio Smart Shopper. Ohio Smart Shopper is providing you with access to submit your redeemable online coupons, services and special offers on the Our Coupon Web Site, subject to your compliance with the terms and conditions. Please read these terms and conditions carefully. By enrolling as an "Advertiser," you agree to be bound by these terms and conditions, and any other terms and conditions that may be required as part of any Insertion Order that you complete or payment terms that you accept (collectively, the "Agreement"). For the purposes of this Agreement, "you" and "your" refers to the Advertiser while "us" and "ours" refers to Ohio Smart Shopper. You agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of Our Coupon Web Site, shall be bound by, and shall abide by, these Terms and Conditions. You further agree that you are bound by this Agreement whether you are acting on your own behalf or on behalf of a third party, including another Advertiser.

2.       DEFINTIONS:

•         "Advertiser Content" means any information, material or content owned by the Advertiser and provided in any form to Ohio Smart Shopper including, without limitation, graphics, logos, trademark , service marks, redeemable online coupons, services and special offers.

•         "Advertiser Web Site(s)" means the Web Site through which the Advertiser features, markets or sells products and or services.

•         "Affiliate" means a person who is not employed by or acting as an authorized agent of the Advertiser, but rather has entered into an agreement with the Advertiser to display Advertiser Content on its own website and various other marketing vehicles.

•         "Click throughs" or "Click-thrus" means each time a visitor, to Our Web Site or through Ohio Smart Shopper, points and clicks on a Link to the Advertiser Web Site.

•         "Link" means the text links and/or graphical hypertext links to be included in Our Web Site / Ohio Smart Shopper and the Advertiser Web Site, in each respective case that provide direct access to the other party's Web Site.

•         "Coupon Account Management" interface means all of the tools and services available at https://accounts.ohiosmartshopper.com, or such other URL as Ohio Smart Shopper may designate, that enable Advertisers to manage their interaction with Our Web Site.

•         "Ohio Smart Shopper" includes third-party web sites that are authorized by Ohio Smart Shopper to display results from Our Web Site.

•         "Ohio Smart Shopper" means the online coupon aggregation service that provides information relating to coupons, partner tracking, specific coupon codes, and online offers and related information to consumers at http://www.ohiosmartshopper.com.

•         "Territory" means worldwide.

•         "User" means any Entity that visits Our Web Site, Ohio Smart Shoppers site or the Advertiser Web Site.

•         "Web Site" means any point of presence indicated by a URL maintained on the Internet or on any other public data network.

3.       APPOINTMENT AND DUTIES:  Advertiser hereby appoints Ohio Smart Shopper, and Ohio Smart Shopper hereby accepts such appointment, to undertake the Services in the Territory during the Term, as hereinafter defined. During the Term, Advertiser hereby grants to Ohio Smart Shopper the non-exclusive right and license, in the Territory, to (i) access the Advertiser Area in order to perform the Services; (ii) organize, reproduce and otherwise use Advertiser Content on Our Web Site (alone or in combination with other Links and works); (iii) reproduce, transmit, publicly display and/or distribute Advertiser Content as part of Our Web Site and as available through Ohio Smart Shopper; (iv) develop and operate links in the Coupon Engine that permit Users to access the Advertiser's Site; and (v) use, reproduce, organize and publicly display Advertiser's trademarks, logos, slogans, trade names and service marks.

In respect to Advertiser Content (specifically: Advertiser logos) submitted by Advertiser for display on the Coupon Web Site, Advertiser will not be allowed to display logos which contain promotional language (ex: 'Free Shipping on orders of $99 or more' 'Free 2-3 day FedEx with your purchase', or 'Call 1-800-xxx-xxxx for more info', etc.). Coupon reserves the right to remove Advertiser logos with such promotional language at its sole discretion. Notwithstanding anything to the contrary in this Agreement, Ohio Smart Shopper is not required to make any Advertiser Content available through the Coupon Engine, nor shall Ohio Smart Shopper have any liability to Advertiser for using, modifying, or distributing out of date or incorrect Advertiser Content, provided that any such use, modification, or distribution is in compliance with this section. Nothing in this Agreement shall limit Ohio Smart Shopper’s right to use data and information (including: Advertiser Content) that is in the public domain.

4.       REPRESENTATIONS AND COVENANTS:  Advertiser represents and covenants to Ohio Smart Shopper that: (1) Advertiser has all rights, title and interest in and to the Advertiser Content; (2) there are no consents or approvals necessary for Advertiser to enter into this Agreement; (3) you have not entered into an agreement as an Affiliate of the Advertiser and are entering into this Agreement on behalf of the Advertiser, (Ohio Smart Shopper retains the right to remove Affiliates acting as Advertiser from Our Web Site should Ohio Smart Shopper find that this Agreement was entered into by you as a Affiliate, not a bonafide representative or agent of the Advertiser), (4) either the Advertiser Content, the products and/or services offered by Advertiser, nor the Advertiser's use of any data or information relating to any User violate or will violate the privacy statement of the Our Web Site, and/or any state or federal regulation, rule, statute or law, and/or the rights of any third-party; (5) all Advertiser Content shall be accurate; (6) Advertiser shall be responsible for offering and selling its products and services featured on the Our Web Site, including without limitation, order taking and fulfillment, shipping, transaction processing, invoicing, product returns or replacement, customer service, and payment of any taxes and charges; (7) Advertiser is duly organized, validly existing and in good standing; (8) Advertiser has full power and authority to enter into, and perform under, this Agreement; (9) Advertiser's performance hereunder and the Advertiser Content will not violate or infringe on the rights of any third-party or violate any agreement; and (10) the Advertiser Content shall not be libelous, obscene, objectionable or illegal.

5.       TERM AND TERMINATION:  This Agreement will remain in effect until terminated by either party. If you are dissatisfied with the Our Web Site or any of the terms and conditions contained herein, your sole and exclusive remedy is to terminate your account. You may cancel your participation on Our Web Site at any time. Notwithstanding anything contained in this Agreement to the contrary, Ohio Smart Shopper may, in its sole discretion, terminate your account, and discontinue your participation on Our Web Site. Reasons for Ohio Smart Shopper’s determination to so terminate or discontinue your account or participation as provided for above, include, but are not limited to, if Ohio Smart Shopper believes that you have violated this Agreement or other policies or guidelines of Our Web Site or any other party, or if Ohio Smart Shopper believes that your conduct may be harmful to other consumers, advertisers or licensees who participate in Our Web Site. All decisions made by Ohio Smart Shopper in this matter shall be final and Ohio Smart Shopper shall not have any liability with respect to such decisions. Sections 4, 6, 9, 10, 11, 12, 13 and 15 shall survive any termination of this Agreement.

6.       PAYMENT:  You agree to pay Ohio Smart Shopper all applicable charges to your account in United States dollars, in accordance with this Agreement and/or payment plan you selected, including, if any, all applicable taxes, in accordance with billing terms in effect at the time the fee becomes payable. You may pay Ohio Smart Shopper by credit card, charge card, debit card, check or wire transfer. You agree and represent that all information you provide for the purpose of enrolling, as an Advertiser will be accurate, complete and current. Your right to access your account through the Ohio Smart Shopper Management interface is subject to any limits established by Ohio Smart Shopper. If payment cannot be charged to your credit/charge/debit card, for whatever reason, or if there is a charge back for any reason, or if your financial institution does not honor your check, or if you exceed your monthly maximum payment, Ohio Smart Shopper reserves the right to either suspend or terminate your account with the Our Web Site and to charge you a handling fee of $25 for each such instance. You will be assessed a fee for any returned checks, declined cards, or charge back requests on your account. Suspension or termination includes but is not limited to, removal of your Advertiser Content and Links from Our Web Site. You must submit any claims or disputes you may have with respect to any charge to your account in writing to Ohio Smart Shopper within 30 days of such charge otherwise such claim or dispute will be waived and such charge will be final and not subject to challenge. In the event of any failure by you to make payment, you will be responsible for all reasonable expenses (including attorneys' fees) incurred by Ohio Smart Shopper in collecting such amounts.

7.    CONFIDENTIALITY.  "Confidential Information" means any information disclosed by either party to each other, either directly or indirectly, in writing, orally, by inspection of tangible objects or by data feed or other electronic means, other than information that the disclosing party can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by Ohio Smart Shopper or to Ohio Smart Shopper by you; (ii) becomes publicly known and made generally available after disclosure to you by Ohio Smart Shopper or to Ohio Smart Shopper by you other than through action or inaction; (iii) is in the disclosing party's possession, without confidentiality restrictions, at the time of disclosure by Ohio Smart Shopper or by you as shown by files and records immediately prior to the time of disclosure; or (iv) consists of solely of data aggregated with data which is not "Confidential Information" under this Agreement, provided that the aggregated data are presented in a manner that makes it impossible to identify the party or parties to whom the data relate. Neither Ohio Smart Shopper nor you shall at any time (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information it receives from the other party, (b) use any Confidential Information received from the other party, or (c) reproduce or otherwise copy any Confidential Information received from the other party, except as necessary in connection with the purpose for which such Confidential Information is disclosed to the other party or as required by applicable law. Each party agrees to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain Ohio Smart Shopper's or your personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Ohio Smart Shopper or to the Advertiser immediately upon Ohio Smart Shopper's or Advertiser’s request.

8.    INDEMNIFICATION.  Advertiser shall indemnify, defend and hold harmless Ohio Smart Shopper and its affiliates, directors, officers, employees and agents, from any and all liability, damage, or expense (including reasonable attorneys' fees) under any claim or suit brought by a third party arising out of the sale or offer to sell Advertiser's products and services , or arising out of a breach, or alleged breach, of any of Advertiser's representations, warranties or obligations herein or on the Advertiser Web Site, including but not limited to (i) any breach or misrepresentation under this Agreement by Advertiser, its affiliates, or other persons, or the employees or agents of any of the foregoing, (ii) the products or services offered or sold by Advertiser, and (iii) the Advertiser Content. Ohio Smart Shopper shall indemnify and hold Advertiser harmless from and against any and all claims, liabilities, judgments, costs, damages, and expenses, including reasonable attorneys' fees, arising in connection with any breach or misrepresentation under this Agreement by Ohio Smart Shopper, its representative, employees or agents.

9.    LIMITATION OF LIABILITY.  Ohio Smart Shopper's total liability arising out of this Agreement shall be limited to the fees paid by Advertisers to Ohio Smart Shopper under this Agreement. In no event shall Ohio Smart Shopper or any affiliate be liable to Advertiser for any special, consequential, incidental or indirect damages, including lost profits, occasioned by the breach of any obligation under this Agreement for any cause whatsoever, whether foreseeable or not, on any theory of liability, and notwithstanding any failure of essential purpose of limited remedy. Our Web Site is provided: "as is." OHIO SMART SHOPPER MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR OTHERWISE, REGARDING OUR WEB SITE OR ITS SERVICES, AND OHIO SMART SHOPPER DISCLAIMS ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, THE USE OR INABILITY OF AN ADVERTISER TO USE OF , OR FITNESS FOR OUR WEB SITE A PARTICULAR PURPOSE. OHIO SMART SHOPPER DOES NOT WARRANT OR GUARANTEE THAT THE OPERATION OF OUR WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE. OHIO SMART SHOPPER DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS DERIVED FROM OUR WEB SITE. OHIO SMART SHOPPER DOES NOT WARRANT OR GUARANTEE THAT ANY USERS WILL PURCHASE ANY PRODUCTS OR SERVICES FROM ADVERTISER. WITHOUT LIMITING THE FOREGOING, OHIO SMART SHOPPER SHALL HAVE NO LIABILITY HEREUNDER BY REASON OF ANY FAILURE OR DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS ON ACCOUNT OF STRIKES, SHORTAGES, RIOTS, ACTS OF TERRORISM, INSURRECTION, FIRES, FLOOD, STORM, EXPLOSIONS, EARTHQUAKES, INTERNET OUTAGES, COMPUTER VIRUS, ACTS OF GOD, WAR, GOVERNMENTAL ACTION, OR ANY OTHER CAUSE THAT IS BEYOND OHIO SMART SHOPPER’S REASONABLE CONTROL.

10.    GOVERNING LAW AND CHOICE OF VENUE.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio, excluding its provisions on conflicts of laws. The parties hereby submit to the jurisdiction of, and waive any venue objection to, the United States District Court for the Central District of Ohio and the Superior and Municipal Courts located in Ohio, in any litigation arising out of this Agreement.

11.    INDEPENDENT CONTRACTORS.  Advertiser and Ohio Smart Shopper shall be independent contractors, and nothing herein shall be construed to create a partnership, joint venture, franchise or agency relationship between Advertiser and Ohio Smart Shopper. Neither party has any authority to enter into agreements of any kind on behalf of the other party.

12.    NOTICE.  Any notice or other communication required or permitted to be given hereunder shall be given in writing and delivered in person, sent via confirmed facsimile or e-mail, or delivered by recognized courier service, properly addressed, to the individual signing this Agreement on behalf of the applicable party at its address specified below and shall be deemed effective upon receipt. Either party may from time to time change the individual to receive notices or its address by giving the other party notice of the change in accordance with this section. It is your responsibility to ensure that your email address and any other contact information you provide to Ohio Smart Shopper is up to date and correct.

13.    ETHICAL CONDUCT.  Advertiser shall refrain from activities that are illegal, unethical or which might bring either party into disrepute, or which might constitute or represent a serious conflict of interest, or which might give the appearance of impropriety. Advertiser agrees to comply with all applicable laws and regulations including those dealing with Internet commerce and privacy. Breach of this obligation by Advertiser will entitle Ohio Smart Shopper to the immediate removal of Advertiser from Our Web Site and termination of this Agreement.

14.    FORCE MAJEURE.  Neither party shall be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly from acts of God, acts of civil or military authorities, civil disturbances, terrorism, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophes or any other occurrences which are beyond such party's reasonable control.

15.    NON-WAIVER.  No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

16.    ASSIGNMENT.  Neither party may assign this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party; except that either party may, without the other party's consent, assign this Agreement or any of its rights or delegate any of its duties under this Agreement to any purchaser of all or substantially all of such party's assets or to any successor by way of merger, consolidation or similar transaction. Subject to the foregoing, this Agreement will be binding upon, enforceable by, and inure to the benefit of the parties and their respective successors and assigns.

17.    OTHER.  This Agreement constitutes the entire Agreement between the parties with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral, between you and Ohio Smart Shopper. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of this Agreement. If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. Ohio Smart Shopper may change this Agreement and/or Our Web Site's Privacy Policy at any time upon notice published on Our Web Site or by e-mail notification to you. Any use of Our Web Site after such notice shall be deemed to be continued acceptance of this Agreement including its amendments and modifications. Ohio Smart Shopper reserves the right to discontinue offering Our Web Site at any time.

•  This Agreement was last revised on August 2009